Common use of Authorized Disclosure Clause in Contracts

Authorized Disclosure. Notwithstanding the provisions of this Article VI, the Receiving Party may disclose Confidential Information of the Disclosing Party, without violating its obligations under this Agreement, to the extent the disclosure is: (a) required by a valid order of a court or other Governmental Authority of competent jurisdiction or as otherwise required by Applicable Law, rule, regulation (including securities laws), government requirement, or as may be required in connection with any filings made with, or by the disclosure policies of, a stock exchange (including, for clarity, any such disclosures required to be made by Paragon or its Affiliates or licensees in connection with the Development, Manufacture, Commercialization or other exploitation of Multispecific Antibodies), provided that the Receiving Party shall give reasonable prior written notice to the Disclosing Party of such required disclosure and, at the [***] request and expense, shall cooperate with the Disclosing Party’s efforts to contest such requirement, to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the order was issued or the law required, or to obtain other confidential treatment of such Confidential Information; (b) reasonably necessary to file or Prosecute patent applications, Prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, or obtain or maintain approval to conduct clinical trials or Regulatory Approvals, in each case, in accordance with this Agreement (including, for clarity, any such disclosures that are reasonably necessary to made by Paragon or its Affiliates or licensees in connection with the Development, Manufacture, Commercialization or other exploitation of Multispecific Antibodies); or (c) under appropriate confidentiality provisions substantially equivalent to those in this Agreement (but of shorter duration if customary in the case of subclause (ii)): (i) in connection with the performance of its obligations or as reasonably necessary or useful in the exercise of its rights under this Agreement, including the right to grant licenses or sublicenses as permitted hereunder and the right to Develop, Manufacture, Commercialize and otherwise exploit Antibodies and products (including Multispecific Antibodies and Multispecific Products) to which it has rights hereunder, or (ii) to actual or bona fide potential licensees, acquirers, merger partners, assignees, collaborators, investment bankers, investors or lenders.

Authorized Disclosure. Notwithstanding the provisions of Except as expressly provided otherwise in this Article VIAgreement, the a Receiving Party or its Affiliates may use and disclose to Third Parties Confidential Information of the Disclosing Party, without violating its obligations under this Agreement, to the extent the disclosure is: (a) required by a valid order of a court or other Governmental Authority of competent jurisdiction or Party as otherwise required by Applicable Law, rule, regulation (including securities laws), government requirement, or as may be required in connection with any filings made with, or by the disclosure policies of, a stock exchange (including, for clarity, any such disclosures required to be made by Paragon or its Affiliates or licensees in connection with the Development, Manufacture, Commercialization or other exploitation of Multispecific Antibodies), provided that the Receiving Party shall give reasonable prior written notice to the Disclosing Party of such required disclosure and, at the [***] request and expense, shall cooperate with the Disclosing Party’s efforts to contest such requirement, to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the order was issued or the law required, or to obtain other confidential treatment of such Confidential Information; (b) reasonably necessary to file or Prosecute patent applications, Prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, or obtain or maintain approval to conduct clinical trials or Regulatory Approvals, in each case, in accordance with this Agreement (including, for clarity, any such disclosures that are reasonably necessary to made by Paragon or its Affiliates or licensees in connection with the Development, Manufacture, Commercialization or other exploitation of Multispecific Antibodies); or (c) under appropriate confidentiality provisions substantially equivalent to those in this Agreement (but of shorter duration if customary in the case of subclause (ii)): follows: (i) solely in connection with the performance of its obligations or as reasonably necessary or useful in the exercise of its rights granted or reserved in this Agreement under confidentiality provisions no less restrictive than those in this Agreement, including the right provided, that Confidential Information may be disclosed by a Receiving Party to grant licenses a governmental entity or sublicenses as permitted hereunder and the right agency without requiring such entity or agency to Develop, Manufacture, Commercialize and otherwise exploit Antibodies and products (including Multispecific Antibodies and Multispecific Products) to which it has rights hereunder, or enter into a confidentiality agreement; (ii) to the extent reasonably necessary to file or prosecute patent, copyright and trademark applications (subject to Section 11.4 below), complying with applicable governmental regulations, obtaining Approvals, conducting Pre-Clinical Studies or Clinical Studies, marketing the Product, or as otherwise required by applicable law, regulation, rule or legal process (including the rules of the SEC and any stock exchange); provided, however, that if a Receiving Party or any of its Affiliates is required by law or regulation to make any such disclosure of a Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosures, give reasonable advance notice to the Disclosing Party of such disclosure requirement and will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; (iii) in communication with actual or bona fide potential licenseeslenders, acquirersinvestors, merger partners, assigneesacquirers, collaboratorsconsultants, investment bankersor professional advisors on a need-to-know basis, investors in each case under confidentiality provisions no less restrictive than those of this Agreement; (iv) to the extent such disclosure is required to comply with existing expressly stated contractual obligations owed to such Party’s or lendersits Affiliates’ licensor with respect to any intellectual property licensed to the other Party under this Agreement; or (v) as mutually agreed to in writing by the Parties.

Authorized Disclosure. Notwithstanding Except as expressly provided otherwise in this Agreement, a Receiving Party or its Affiliates may use and disclose Confidential Information of the provisions Disclosing Party to (i) employees, agents, contractors, consultants and advisors of this Article VI, the Receiving Party and its Affiliates, and sublicensees and to (ii) Third Parties to the extent reasonably necessary for the performance of its obligations or exercise of rights granted or reserved in this Agreement, in each case under confidentiality provisions no less restrictive than those in this Agreement. In addition, a Receiving Party or its Affiliates may disclose Confidential Information of the Disclosing Party, without violating its obligations under this Agreement, Party (i) to the extent the disclosure is: reasonably necessary to file or prosecute patent, copyright and trademark applications (a) required by subject to Section 12.4 below), complying with applicable governmental regulations, obtaining Regulatory Approvals, conducting non-Clinical Studies or Clinical Studies, marketing a valid order of a court or other Governmental Authority of competent jurisdiction Product, or as otherwise required by Applicable Lawapplicable law, ruleregulation, regulation rule or legal process (including securities lawsthe rules of the SEC and any stock exchange); provided, government requirementhowever, that if a Receiving Party or as may be any of its Affiliates is required in connection with any filings made with, by law or by the disclosure policies of, a stock exchange (including, for clarity, regulation to make any such disclosures required to be made by Paragon or its Affiliates or licensees in connection with the Developmentdisclosure of a Disclosing Party’s Confidential Information it will, Manufactureexcept where impracticable for necessary disclosures, Commercialization or other exploitation of Multispecific Antibodies), provided that the Receiving Party shall give reasonable prior written advance notice to the Disclosing Party of such required disclosure and, at the [***] request requirement and expense, shall cooperate with the Disclosing Party’s will use its reasonable efforts to contest such requirement, to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the order was issued or the law required, or to obtain other secure confidential treatment of such Confidential Information; (b) reasonably necessary Information required to file or Prosecute patent applications, Prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, or obtain or maintain approval to conduct clinical trials or Regulatory Approvals, in each case, in accordance with this Agreement (including, for clarity, any such disclosures that are reasonably necessary to made by Paragon or its Affiliates or licensees in connection with the Development, Manufacture, Commercialization or other exploitation of Multispecific Antibodies)be disclosed; or (c) under appropriate confidentiality provisions substantially equivalent to those in this Agreement (but of shorter duration if customary in the case of subclause (ii)): (i) in connection with the performance of its obligations or as reasonably necessary or useful in the exercise of its rights under this Agreement, including the right to grant licenses or sublicenses as permitted hereunder and the right to Develop, Manufacture, Commercialize and otherwise exploit Antibodies and products (including Multispecific Antibodies and Multispecific Products) to which it has rights hereunder, or (ii) to on a need-to-know basis, in communication with actual or bona fide potential licenseeslenders, potential acquirers, investors, merger partners, assigneesconsultants, collaboratorsor professional advisors, investment bankers, investors in each case under confidentiality provisions no less restrictive than those of this Agreement; (iii) to the extent such disclosure is required to comply with existing expressly stated contractual obligations owed to such Party’s or lendersits Affiliates’ licensor with respect to any intellectual property licensed to the other Party under this Agreement; or (iv) as mutually agreed to in writing by the Parties.

Authorized Disclosure. Notwithstanding the provisions of this Article VIobligations set forth in Section 14.1, the Receiving a Party may disclose the other Party’s Confidential Information of the Disclosing Party, without violating its obligations under this Agreement, to the extent the disclosure isextent: (a) required such disclosure is reasonably necessary (i) for the filing or prosecuting Patents as contemplated by a valid order this Agreement; (ii) to comply with the requirements of Regulatory Authorities with respect to obtaining and maintaining Regulatory Approval of a court Product; or other Governmental Authority of competent jurisdiction (iii) for prosecuting or defending litigation as otherwise required contemplated by Applicable Law, rule, regulation (including securities laws), government requirement, or as may be required in connection with any filings made with, or by the disclosure policies of, a stock exchange (including, for clarity, any such disclosures required to be made by Paragon or its Affiliates or licensees in connection with the Development, Manufacture, Commercialization or other exploitation of Multispecific Antibodies), provided that the Receiving Party shall give reasonable prior written notice to the Disclosing Party of such required disclosure and, at the [***] request and expense, shall cooperate with the Disclosing Party’s efforts to contest such requirement, to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the order was issued or the law required, or to obtain other confidential treatment of such Confidential Informationthis Agreement; (b) such disclosure is reasonably necessary to file its employees, agents, consultants, contractors, licensees or Prosecute patent applications, Prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, or obtain or maintain approval to conduct clinical trials or Regulatory Approvals, in each case, in accordance with this Agreement (including, sublicensees on a need-to-know basis for clarity, any such disclosures that are reasonably necessary to made by Paragon or its Affiliates or licensees in connection with the Development, Manufacture, Commercialization or other exploitation sole purpose of Multispecific Antibodies); or (c) under appropriate confidentiality provisions substantially equivalent to those in this Agreement (but of shorter duration if customary in the case of subclause (ii)): (i) in connection with the performance of performing its obligations or as reasonably necessary or useful in the exercise of exercising its rights under this Agreement; provided that in each case, the disclosees are bound by written obligations of confidentiality and non-use consistent with those contained in this Agreement; (c) such disclosure (including the right terms of this Agreement) is reasonably necessary to grant licenses or sublicenses as permitted hereunder and the right to Develop, Manufacture, Commercialize and otherwise exploit Antibodies and products (including Multispecific Antibodies and Multispecific Products) to which it has rights hereunder, or (ii) to actual or any bona fide potential licenseesor actual investor, acquirersacquiror, merger partnerspartner, assigneeslicensee or other financial or commercial partner for the sole purpose of evaluating an actual or potential investment, collaboratorsacquisition or other business relationship; provided that in connection with such disclosure, investment bankerssuch Party shall inform each Third Party to whom Confidential Information is disclosed of the confidential nature of such Confidential Information and cause each such Third Party to treat such Confidential Information as confidential; or (d) such disclosure is reasonably necessary to comply with applicable Laws, investors including regulations promulgated by applicable security exchanges, court order, administrative subpoena or lendersorder. Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Section 14.2(a) or 14.2(d), such Party shall promptly notify the other Party such required disclosure and shall use reasonable efforts to obtain, or to assist the other Party in obtaining, a protective order preventing or limiting the required disclosure.

Authorized Disclosure. Notwithstanding the provisions of this Article VI, the Receiving Party may disclose Confidential Information of the Disclosing Party, without violating its obligations under this Agreement, to the extent the disclosure is: (a) required by a valid order of a court or other Governmental Authority governmental body of competent jurisdiction or as otherwise required by Applicable Law, rule, regulation (including securities lawslaws and regulations), government requirement, or as may be required in connection with any filings made with, or by the disclosure policies of, a stock exchange (including, for clarity, any such disclosures required to be made by Paragon or its Affiliates or licensees in connection with the Development, Manufacture, Commercialization or other exploitation of Multispecific Antibodies), provided provided, that the Receiving Party shall give reasonable prior written notice to the Disclosing Party of such required disclosure and, at the [***] request and expense, shall cooperate with the Disclosing Party’s efforts to contest such requirement, to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which |US-DOCS\167593066.2|| the order was issued or the law law, rule or regulation required, or to obtain other confidential treatment of such Confidential Information; (b) reasonably necessary to file or Prosecute prosecute patent applications, Prosecute prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, or obtain or maintain approval to conduct clinical trials or Regulatory Approvals, in each case, in accordance with this Agreement (including, for clarity, any such disclosures that are reasonably necessary to made by Paragon or its Affiliates or licensees in connection with the Development, Manufacture, Commercialization or other exploitation of Multispecific Antibodies); or (c) under appropriate confidentiality provisions substantially equivalent to those in this Agreement (but of shorter duration if customary in the case of subclause (ii)): (i) in connection with the performance of its obligations or as reasonably necessary or useful in the exercise of its rights under this Agreement, including the right to grant licenses or sublicenses as permitted hereunder and the right to Develop, Manufacture, Commercialize and otherwise exploit Antibodies and products (including Multispecific Antibodies and Multispecific Products) to which it has rights hereunder, or (ii) to actual or bona fide potential licensees, acquirers, merger partners, assignees, collaborators, investment bankers, investors or lenders.

Authorized Disclosure. Notwithstanding the provisions of Except as expressly provided otherwise in this Article VIAgreement, the a Receiving Party or its Affiliates may disclose use and disclose, to Third Parties or the Parent Companies, Confidential Information of the Disclosing PartyParty as follows: (i) with respect to any such disclosure of Confidential Information, without violating its obligations under confidentiality provisions no less restrictive than those in this Agreement, to the extent the disclosure is: (a) required by a valid order of a court or other Governmental Authority of competent jurisdiction or as otherwise required by Applicable Law, rule, regulation (including securities laws), government requirement, or as may be required in connection with any filings made with, or by the disclosure policies of, a stock exchange (including, for clarity, any such disclosures required to be made by Paragon or its Affiliates or licensees in connection with the Development, Manufacture, Commercialization or other exploitation of Multispecific Antibodies), provided that the Receiving Party shall give reasonable prior written notice to the Disclosing Party of such required disclosure and, at the [***] request and expense, shall cooperate with the Disclosing Party’s efforts to contest such requirement, to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the order was issued or the law required, or to obtain other confidential treatment of such Confidential Information; (b) reasonably necessary to file or Prosecute patent applications, Prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, or obtain or maintain approval to conduct clinical trials or Regulatory Approvals, in each case, in accordance with this Agreement (including, for clarity, any such disclosures that are reasonably necessary to made by Paragon or its Affiliates or licensees in connection with the Development, Manufacture, Commercialization or other exploitation of Multispecific Antibodies); or (c) under appropriate confidentiality provisions substantially equivalent to those in this Agreement (but of shorter duration if customary in the case of subclause (ii)): (i) solely in connection with the performance of its obligations or as reasonably necessary or useful in the exercise of its rights under granted or reserved in this AgreementAgreement (including, including without limitation, the right rights to Develop and Commercialize Collaboration Compounds, Licensed Products, Refused Candidates, Refused Candidate Products and/or Returned Licensed Products, and to grant licenses and sublicenses hereunder), provided, that Confidential Information may be disclosed by a Receiving Party to a governmental entity or sublicenses as permitted hereunder agency without requiring such entity or agency to enter into a confidentiality agreement with such Receiving Party if such Receiving Party has used reasonable efforts to impose such requirement without success and disclosure to such governmental entity or agency is necessary for the right to Develop, Manufacture, Commercialize and otherwise exploit Antibodies and products (including Multispecific Antibodies and Multispecific Products) to which it has rights performance of the Receiving Party’s obligations hereunder, or ; (ii) to the extent such disclosure is reasonably necessary in filing or prosecuting patent, copyright and trademark applications (subject to Section 9.6 below), complying with applicable governmental regulations, obtaining Regulatory Approvals, conducting Pre-Clinical Studies or Clinical Studies, marketing Licensed Products, or as otherwise required by applicable law, regulation, rule or legal process (including the rules of the SEC and any stock exchange); provided, however, that if a Receiving Party or any of its Affiliates or Parent Companies is required by law or regulation to make any such disclosure of a Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosures, for example, but without limitation, in the event of medical emergency, give reasonable advance notice to the Disclosing Party of such disclosure requirement and will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; (iii) in communication with actual or bona fide potential licensees, acquirersinvestors, merger partners, assigneesacquirers, collaboratorsconsultants, investment bankersor professional advisors on a need to know basis, investors in each case under confidentiality provisions no less restrictive than those of this Agreement; (iv) to the extent and only to the extent that such disclosure is required to comply with existing expressly stated contractual obligations owed to such Party’s, its Affiliate’s or lendersParent Company’s licensor with respect to any intellectual property licensed under this Agreement; or (v) to the extent mutually agreed to in writing by the Parties. If a Parent Company receives GSK’s Confidential Information as permitted pursuant to this Section 9.2, such Parent Company may only use and disclose GSK’s Confidential Information solely in accordance with this Section 9.2 under confidentiality provisions no less restrictive than those in this Agreement and solely as and to the extent required (x) by law, court order or an existing expressly stated contractual requirement, (y) for such Parent Company to perform its obligations in connection with this Agreement (including without limitation the provision of services to Regulus under the Services Agreement) or the Side Agreement, or (z) for such Parent Company to make a determination to exercise, and to exercise, any of its rights with respect to Refused Candidates, Refused Candidate Products or Returned Licensed Products under the JV Agreements.

Authorized Disclosure. Notwithstanding the provisions of Except as expressly provided otherwise in this Article VIAgreement, the a Receiving Party may use and disclose Confidential Information of the Disclosing Party, without violating its obligations under this Agreement, to the extent the disclosure isParty as follows: (a) under appropriate confidentiality provisions similar to those in this Agreement, in connection with the performance of its obligations or exercise of rights granted or reserved in this Agreement (including the rights to Develop and Commercialize Licensed Compounds or Licensed Products and to grant licenses and sublicenses hereunder); (b) to Regulatory Authorities as required by in connection with any filing, application or request for Regulatory Approval; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information; (c) in response to a valid order of a court or other Governmental Authority of competent jurisdiction or as other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if so advised by the Receiving Party’s legal counsel, such disclosure is otherwise required by Applicable Law, ruleincluding by reason of filing with securities regulators; provided, regulation (including securities laws)however, government requirementthat, or as may be required in connection with any filings made withto the extent practicable, or by the disclosure policies of, a stock exchange (including, for clarity, any such disclosures required to be made by Paragon or its Affiliates or licensees in connection with the Development, Manufacture, Commercialization or other exploitation of Multispecific Antibodies), provided that the Receiving Party shall give reasonable prior written first have given notice to the Disclosing Party of such required disclosure and, at the [***] request and expense, shall cooperate with given the Disclosing Party’s efforts Party a reasonable opportunity to contest quash such requirement, order or to obtain a protective order or confidential treatment requiring that the Confidential Information so disclosed and documents that are the subject of such order be held in confidence by such court or agency or, if disclosed, be used only for the purposes for which the order was issued issued; and provided further that the Confidential Information disclosed in response to such court or governmental order shall be limited to that information which is legally required to be disclosed in response to such court or governmental order; (d) to a patent authority as may be reasonably necessary or useful for purposes of obtaining or enforcing a Patent with respect to which the law requiredReceiving Party has the right or responsibility to conduct such activities hereunder; provided, or however, that reasonable measures shall be taken to obtain other assure confidential treatment of such Confidential Informationinformation, to the extent such protection is available; (be) reasonably necessary in communication with actual or potential investors, lenders, acquirors, merger partners, consultants, advisors, licensees, sublicensees, collaborators or others on a need to file or Prosecute patent applications, Prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, or obtain or maintain approval to conduct clinical trials or Regulatory Approvalsknow basis, in each case, in accordance with this Agreement (including, for clarity, any such disclosures that are reasonably necessary to made by Paragon or its Affiliates or licensees in connection with the Development, Manufacture, Commercialization or other exploitation of Multispecific Antibodies); or (c) case under appropriate confidentiality provisions substantially equivalent to those in this Agreement (but of shorter duration if customary in the case of subclause (ii)): (i) in connection with the performance of its obligations or as reasonably necessary or useful in the exercise of its rights under this Agreement, including the right to grant licenses or sublicenses as permitted hereunder and the right to Develop, Manufacture, Commercialize and otherwise exploit Antibodies and products ; or (including Multispecific Antibodies and Multispecific Productsf) to which it has rights hereunder, or (ii) the extent mutually agreed to actual or bona fide potential licensees, acquirers, merger partners, assignees, collaborators, investment bankers, investors or lendersin writing by the Parties.

Authorized Disclosure. Notwithstanding the provisions of this Article VIobligations set forth in Section 10.1, the Receiving a Party may disclose the other Party’s Confidential Information and the terms of the Disclosing Party, without violating its obligations under this Agreement, Agreement to the extent the disclosure isextent: (a) required by such disclosure is reasonably necessary to its employees, agents, consultants, contractors, licensees or sublicensees on a valid order need-to-know basis for the sole purpose of a court performing its obligations or other Governmental Authority of competent jurisdiction or as otherwise required by Applicable Law, rule, regulation (including securities laws), government requirement, or as may be required in connection with any filings made with, or by the disclosure policies of, a stock exchange (including, for clarity, any such disclosures required to be made by Paragon or exercising its Affiliates or licensees in connection with the Development, Manufacture, Commercialization or other exploitation of Multispecific Antibodies), rights under this Agreement; provided that in each case, the Receiving Party shall give reasonable prior disclosees are bound by written notice to the Disclosing Party obligations of such required disclosure and, at the [***] request confidentiality and expense, shall cooperate non-use consistent with the Disclosing Party’s efforts to contest such requirement, to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the order was issued or the law required, or to obtain other confidential treatment of such Confidential Information;those contained in this Agreement; or (b) such disclosure is reasonably necessary to file any bona fide potential or Prosecute patent applicationsactual investor, Prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreementacquiror, merger partner, licensee, sublicensee, or obtain other financial or maintain approval commercial partner for the sole purpose of evaluating an actual or potential investment, acquisition or other business relationship; provided that in connection with such disclosure, such Party shall use all reasonable efforts to conduct clinical trials or Regulatory Approvalsinform each disclosee of the confidential nature of such Confidential Information and, in each case, the disclosees are bound by written obligations of confidentiality and non-use consistent with those contained in accordance with this Agreement (including, for clarity, any such disclosures that are reasonably necessary to made by Paragon or its Affiliates or licensees in connection with the Development, Manufacture, Commercialization or other exploitation of Multispecific Antibodies)Agreement; or (c) under appropriate confidentiality provisions substantially equivalent such disclosure is reasonably necessary to those in this Agreement (but of shorter duration if customary in comply with applicable Laws, rules or regulations promulgated by Governmental Authorities or applicable securities exchanges, court order, or administrative subpoena or order; provided that the case of subclause (ii)): Party subject to such Laws, rules, regulations, court order, or administrative subpoena or order shall (i) in connection with promptly notify the performance of its obligations or as reasonably necessary or useful in the exercise of its rights under this Agreement, including the right other Party prior to grant licenses or sublicenses as permitted hereunder and the right to Develop, Manufacture, Commercialize and otherwise exploit Antibodies and products (including Multispecific Antibodies and Multispecific Products) to which it has rights hereunder, or making such required disclosure; (ii) provide reasonable prior advance notice of the proposed text of such disclosure to actual the other Party for its prior review; (iii) use good faith efforts to incorporate the reviewing Party’s reasonable comments thereon and (iv) use reasonable efforts to obtain, or bona fide potential licenseesto assist the other Party in obtaining, acquirers, merger partners, assignees, collaborators, investment bankers, investors a protective order preventing or lenderslimiting the required disclosure.

Authorized Disclosure. Notwithstanding the provisions of Except as expressly provided otherwise in this Article VIAgreement, the Receiving each Party may use and disclose Confidential Information of the Disclosing Party, without violating its obligations under this Agreement, to the extent the disclosure is: other Party as follows: (a) required by a valid order of a court or other Governmental Authority of competent jurisdiction or as otherwise required by Applicable Law, rule, regulation (including securities laws), government requirement, or as may be required in connection with any filings made with, or by the disclosure policies of, a stock exchange (including, for clarity, any such disclosures required to be made by Paragon or its Affiliates or licensees in connection with the Development, Manufacture, Commercialization or other exploitation of Multispecific Antibodies), provided that the Receiving Party shall give reasonable prior written notice to the Disclosing Party of such required disclosure and, at the [***] request and expense, shall cooperate with the Disclosing Party’s efforts to contest such requirement, to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the order was issued or the law required, or to obtain other confidential treatment of such Confidential Information; (b) reasonably necessary to file or Prosecute patent applications, Prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, or obtain or maintain approval to conduct clinical trials or Regulatory Approvals, in each case, in accordance with this Agreement (including, for clarity, any such disclosures that are reasonably necessary to made by Paragon or its Affiliates or licensees in connection with the Development, Manufacture, Commercialization or other exploitation of Multispecific Antibodies); or (c) under appropriate confidentiality provisions substantially equivalent to those in this Agreement (but of shorter duration if customary in the case of subclause (ii)): (i) Agreement, in connection with the performance of its obligations or exercise of rights granted or reserved by such Party in this Agreement (including, in the case of Celgene, the rights to develop and commercialize Collaboration Compounds, Collaboration Back-Up Compounds and Licensed Products; and in the case of Array, to develop and commercialize Development Compounds and Development Back-Up Compounds for which the Celgene Product Option has expired or been terminated and Abandoned Products; and in the case of either Party, to grant sublicenses as expressly permitted hereunder) and complying with the terms of agreements with Third Parties; (b) to the extent such disclosure is reasonably necessary in filing for, prosecuting or useful maintaining Patents, copyrights and trademarks (including applications therefor), prosecuting or defending litigation, complying with applicable governmental regulations, obtaining and maintaining regulatory approvals (including Marketing Approvals), conducting preclinical or clinical trials, marketing Licensed Products (in the exercise case of its rights Celgene) or products containing Development Compounds or Development Back-Up Compounds for which the Celgene Product Option has expired or been terminated and/or Abandoned Products (in the case of Array), or as otherwise required by applicable laws or court order (including securities laws, regulations and guidances); provided, however, that if a Party is required by law or regulation to make any such disclosure of the other Party’s Confidential Information such Party will, except where impracticable for necessary disclosures (for example in the event of medical emergency), give reasonable advance notice to the other Party of such disclosure requirement and, except to the extent inappropriate in the case of Patent applications, will use commercially reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; (c) in communication with existing and potential investors, consultants, advisors (including financial advisors, lawyers and accountants) or others on a need-to-know basis, in each case under appropriate confidentiality provisions substantially similar to those in this Agreement, including the right to grant licenses ; or sublicenses as permitted hereunder and the right to Develop, Manufacture, Commercialize and otherwise exploit Antibodies and products (including Multispecific Antibodies and Multispecific Productsd) to which it has rights hereunder, or (ii) the extent mutually agreed to actual or bona fide potential licensees, acquirers, merger partners, assignees, collaborators, investment bankers, investors or lendersby the Parties.

Authorized Disclosure. Notwithstanding the provisions of Except as expressly provided otherwise in this Article VIAgreement, the a Receiving Party may use and disclose Confidential Information of the Disclosing Party, without violating its obligations under this Agreement, to the extent the disclosure is: Party as follows: (a) required by a valid order of a court or other Governmental Authority of competent jurisdiction or as otherwise required by Applicable Law, rule, regulation (including securities laws), government requirement, or as may be required in connection with any filings made with, or by the disclosure policies of, a stock exchange (including, for clarity, any such disclosures required to be made by Paragon or its Affiliates or licensees in connection with the Development, Manufacture, Commercialization or other exploitation of Multispecific Antibodies), provided that the Receiving Party shall give reasonable prior written notice to the Disclosing Party of such required disclosure and, at the [***] request and expense, shall cooperate with the Disclosing Party’s efforts to contest such requirement, to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the order was issued or the law required, or to obtain other confidential treatment of such Confidential Information; (b) reasonably necessary to file or Prosecute patent applications, Prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, or obtain or maintain approval to conduct clinical trials or Regulatory Approvals, in each case, in accordance with this Agreement (including, for clarity, any such disclosures that are reasonably necessary to made by Paragon or its Affiliates or licensees in connection with the Development, Manufacture, Commercialization or other exploitation of Multispecific Antibodies); or (c) under appropriate confidentiality provisions substantially equivalent to those in this Agreement (but of shorter duration if customary in the case of subclause (ii)): (i) in connection with the performance of its obligations or as exercise of rights granted or reserved in this Agreement (including the rights to Develop and Commercialize the Covered Products); (b) to the extent such disclosure is reasonably necessary in filing or useful prosecuting patent, copyright, and trademark applications, prosecuting or defending litigation, complying with applicable governmental regulations, obtaining regulatory approval, conducting Clinical Trial Investigations, marketing Covered Products, or otherwise required by Law; (c) in connection with the appraisal of Company IP for the purpose of contributing such IP into the charter capital of NovaMedica or (d) to the extent mutually agreed to in writing by the Parties; provided, however, that if a Receiving Party is required in litigation or by Law or regulation to make any such disclosure of a Disclosing Party’s Confidential Information it shall give reasonable advance notice to the Disclosing Party of such disclosure requirement and, except to the extent inappropriate in the exercise case of patent applications, shall use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed. In addition, a Receiving Party may disclose Confidential Information of the Disclosing Party to any of its rights under this Agreement, including the right to grant licenses or sublicenses as permitted hereunder Affiliates and the right to Develop, Manufacture, Commercialize and otherwise exploit Antibodies and products (including Multispecific Antibodies and Multispecific Products) to which it has rights hereunderPermitted Transferees, or (ii) in connection with due diligence investigations by or on behalf of a Third Party in connection with a potential license, collaboration, investment, merger, or acquisition with or by such Third Party, and, in the case of Company, to actual Third Parties in connection with due diligence investigations by or bona fide on behalf of a Third Party in connection with a potential licenseeslicense, acquirers, merger partners, assignees, collaboratorscollaboration, investment bankersor other financing, investors merger, or lendersacquisition with or by such Third Party; provided, however, in each of the foregoing cases, that such Third Party reasonably needs to have access to such Confidential Information agrees to be bound by reasonable terms of confidentiality and non-use at least as stringent as those set forth in this Article 8, to limit such disclosure to only personnel having a need to know such information, and to return or certify to the Receiving Party as to the destruction of such Confidential Information promptly after completing the due diligence investigation, negotiation, or transaction, as the case may be.

Authorized Disclosure. Notwithstanding the provisions of Except as expressly provided otherwise in this Article VIAgreement, the a Receiving Party may use and disclose Confidential Information of the Disclosing Party, without violating its obligations under this Agreement, to the extent the disclosure is: Party as follows: (a) required by a valid order of a court or other Governmental Authority of competent jurisdiction or as otherwise required by Applicable Law, rule, regulation (including securities laws), government requirement, or as may be required in connection with any filings made with, or by the disclosure policies of, a stock exchange (including, for clarity, any such disclosures required to be made by Paragon or its Affiliates or licensees in connection with the Development, Manufacture, Commercialization or other exploitation of Multispecific Antibodies), provided that the Receiving Party shall give reasonable prior written notice to the Disclosing Party of such required disclosure and, at the [***] request and expense, shall cooperate with the Disclosing Party’s efforts to contest such requirement, to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the order was issued or the law required, or to obtain other confidential treatment of such Confidential Information; (b) reasonably necessary to file or Prosecute patent applications, Prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, or obtain or maintain approval to conduct clinical trials or Regulatory Approvals, in each case, in accordance with this Agreement (including, for clarity, any such disclosures that are reasonably necessary to made by Paragon or its Affiliates or licensees in connection with the Development, Manufacture, Commercialization or other exploitation of Multispecific Antibodies); or (ci) under appropriate confidentiality provisions substantially equivalent similar to those in this Agreement (but of shorter duration if customary in the case of subclause (ii)): (i) Agreement, in connection with the performance of its obligations or as reasonably necessary or useful in the exercise of its rights under granted or reserved in this Agreement, Agreement (including the right rights to commercialize Products and to grant licenses or and sublicenses as permitted hereunder and the right to Develop, Manufacture, Commercialize and otherwise exploit Antibodies and products (including Multispecific Antibodies and Multispecific Products) to which it has rights hereunder, ); or (ii) to actual the extent such disclosure is reasonably necessary in filing or bona fide potential licenseesprosecuting patent, acquirerscopyright and trademark applications, merger partnersprosecuting or defending litigation, assigneescomplying with applicable governmental regulations, collaboratorsobtaining regulatory approval, investment bankersconducting pre-clinical activities or clinical trials, investors marketing Products, or lendersotherwise required by law; provided, however, that if a Receiving Party is required by law or regulation to make any such [***] THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. disclosure of a Disclosing Party's Confidential Information it will, except where impracticable for necessary disclosures, for example in the event of medical emergency, give reasonable advance notice to the Disclosing Party of such disclosure requirement and, except to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; or (iii) in communication with investors, consultants, advisors or others on a need to know basis, in each case under appropriate confidentiality provisions substantially equivalent to those of this Agreement; or (iv) to the extent mutually agreed to in writing by the Parties.

Authorized Disclosure. Notwithstanding To the provisions of extent that it is reasonably necessary or appropriate to fulfill its obligations or exercise its rights under this Article VIAgreement, the Receiving a Party may disclose Confidential Information of the Disclosing Party, without violating its obligations under this Agreement, belonging to the extent other Party in the disclosure isfollowing instances: (a) required by a valid order of a court filing or other Governmental Authority of competent jurisdiction or as otherwise required by Applicable Law, rule, regulation (including securities laws), government requirement, or as may be required prosecuting patent applications in connection accordance with any filings made with, or by the disclosure policies of, a stock exchange (including, for clarity, any such disclosures required to be made by Paragon or its Affiliates or licensees in connection with the Development, Manufacture, Commercialization or other exploitation of Multispecific Antibodies), provided that the Receiving Party shall give reasonable prior written notice to the Disclosing Party of such required disclosure and, at the [***] request and expense, shall cooperate with the Disclosing Party’s efforts to contest such requirement, to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the order was issued or the law required, or to obtain other confidential treatment of such Confidential Informationthis Agreement; (b) reasonably communicating with Regulatory Authorities as necessary to file for the Development or Prosecute patent applications, Prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, or obtain or maintain approval to conduct clinical trials or Regulatory Approvals, Commercialization of a Product in each casea country, in accordance with this Agreement (including, for clarity, any such disclosures that are reasonably necessary to made by Paragon or its Affiliates or licensees and as required in connection with the Developmentany filing, Manufactureapplication, Commercialization or other exploitation request for Approval; provided, however, that reasonable measures will be taken to assure confidential treatment of Multispecific Antibodies); orsuch information; (c) under appropriate confidentiality provisions substantially equivalent to those in this Agreement prosecuting or defending litigation; (but d) complying with Applicable Laws and regulations (including the rules and regulations of shorter duration the Securities and Exchange Commission or any national securities exchange, and compliance with tax laws and regulations) and with judicial process, if customary in the case of subclause (ii)): (i) in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliance and (ii) such disclosure is made in accordance with Section 8.3 or Section 8.4 as applicable; (e) disclosure, in connection with the performance of its obligations or as reasonably necessary or useful in the exercise of its rights and performance of its obligations under this Agreement and solely on a need-to-know basis, to Affiliates, potential or actual collaborators (including potential and actual Sublicensees), potential or actual investment bankers, investors, lenders, or acquirers, or employees, independent contractors, 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 ARTICLE 8; provided, however, that the Receiving Party will remain responsible for any failure by any Person who receives Confidential Information pursuant to this ARTICLE 8 to treat such Confidential Information as required under this ARTICLE 8; and (f) in the case of Akcea, its Affiliates, and its Sublicensees, use and disclosure of Ionis Know-How in the ordinary course of the exercise of the rights and licenses and performance of its obligations under this Agreement. If Confidential Information is disclosed in accordance with this Section 8.2, including then such disclosure will not cause any such information to cease to be Confidential Information except to the right extent that such permitted disclosure results in a public disclosure of such information (other than by breach of this Agreement). Where reasonably possible and subject to grant licenses or sublicenses as permitted hereunder Section 8.3 and Section 8.4, the right Receiving Party will notify the Disclosing Party of the Receiving Party’s intent to Develop, Manufacture, Commercialize and otherwise exploit Antibodies and products make such disclosure pursuant to clauses (including Multispecific Antibodies and Multispecific Productsa) through (d) of this Section 8.2 prior to which making such disclosure to allow the Disclosing Party adequate time to take whatever action it has rights hereunder, or (ii) may deem appropriate to actual or bona fide potential licensees, acquirers, merger partners, assignees, collaborators, investment bankers, investors or lendersprotect the confidentiality of the information.

Authorized Disclosure. Notwithstanding the provisions obligations set forth in Section 11.1, a Party or its Affiliate may disclose the other Party’s Confidential Information and the terms of this Article VI, the Receiving Party may disclose Confidential Information of the Disclosing Party, without violating its obligations under this Agreement, Agreement to the extent the disclosure isextent: (a) required such disclosure is reasonably necessary (i) for the filing or prosecuting of Patent rights as contemplated by a valid order this Agreement; (ii) to comply with the requirements of Regulatory Authorities with respect to obtaining and maintaining Regulatory Approval of a court Product; or (iii) for prosecuting or defending litigation as contemplated by this Agreement; (b) such disclosure is reasonably necessary to its officers, directors, employees, agents, consultants, contractors, licensees, sublicensees, attorneys, accountants, lenders, insurers or licensors on a need-to-know basis for the sole purpose of performing its obligations or exercising its rights under this Agreement; provided that in each case, the disclosees are bound by obligations of confidentiality and non-use no less stringent than those contained in this Agreement; (c) such disclosure is reasonably necessary to any bona fide potential or actual investor, acquiror, merger partner, or other Governmental Authority financial or commercial partner for the sole purpose of competent jurisdiction evaluating an actual or potential investment, acquisition or other business relationship; provided that in each case, the disclosees are bound by written obligations of confidentiality and non-use having a minimum term of [***] (or in respect of trade secrets, for such longer period as otherwise is set forth in the initial clause of Section 11.1); or (d) such disclosure is reasonably necessary to comply with Laws, including regulations promulgated by applicable security exchanges, court order, administrative subpoena or other order. Notwithstanding the foregoing, if a Party or its Affiliate is required by Applicable Law, rule, regulation (including securities lawsto make a disclosure of the other Party’s Confidential Information pursuant to Section 11.2(a) or 11.2(d), government requirement, or as may be required in connection with any filings made with, or by the disclosure policies of, a stock exchange (including, for clarity, any such disclosures required to be made by Paragon or its Affiliates or licensees in connection with the Development, Manufacture, Commercialization or other exploitation of Multispecific Antibodies), provided that the Receiving Party shall give reasonable prior written notice to promptly notify the Disclosing other Party of such required disclosure and, at upon the [***] request and expense, shall cooperate with the Disclosing other Party’s request, such Party and its Affiliates shall use reasonable efforts to contest such requirementobtain, or to obtain assist the other Party in obtaining, a protective order requiring that preventing or limiting the Confidential Information so disclosed be used only for the purposes for which the order was issued or the law required, or to obtain other confidential treatment of such Confidential Information; (b) reasonably necessary to file or Prosecute patent applications, Prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, or obtain or maintain approval to conduct clinical trials or Regulatory Approvals, in each case, in accordance with this Agreement (including, for clarity, any such disclosures that are reasonably necessary to made by Paragon or its Affiliates or licensees in connection with the Development, Manufacture, Commercialization or other exploitation of Multispecific Antibodies); or (c) under appropriate confidentiality provisions substantially equivalent to those in this Agreement (but of shorter duration if customary in the case of subclause (ii)): (i) in connection with the performance of its obligations or as reasonably necessary or useful in the exercise of its rights under this Agreement, including the right to grant licenses or sublicenses as permitted hereunder and the right to Develop, Manufacture, Commercialize and otherwise exploit Antibodies and products (including Multispecific Antibodies and Multispecific Products) to which it has rights hereunder, or (ii) to actual or bona fide potential licensees, acquirers, merger partners, assignees, collaborators, investment bankers, investors or lendersrequired disclosure.

Authorized Disclosure. Notwithstanding the provisions of Except as expressly provided otherwise in this Article VIAgreement, the Receiving each Party may use and disclose Confidential Information of the Disclosing Party, without violating its obligations under this Agreement, to the extent the disclosure is: other Party as follows: (a) required by a valid order of a court or other Governmental Authority of competent jurisdiction or as otherwise required by Applicable Law, rule, regulation (including securities laws), government requirement, or as may be required in connection with any filings made with, or by the disclosure policies of, a stock exchange (including, for clarity, any such disclosures required to be made by Paragon or its Affiliates or licensees in connection with the Development, Manufacture, Commercialization or other exploitation of Multispecific Antibodies), provided that the Receiving Party shall give reasonable prior written notice to the Disclosing Party of such required disclosure and, at the [***] request and expense, shall cooperate with the Disclosing Party’s efforts to contest such requirement, to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the order was issued or the law required, or to obtain other confidential treatment of such Confidential Information; (b) reasonably necessary to file or Prosecute patent applications, Prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, or obtain or maintain approval to conduct clinical trials or Regulatory Approvals, in each case, in accordance with this Agreement (including, for clarity, any such disclosures that are reasonably necessary to made by Paragon or its Affiliates or licensees in connection with the Development, Manufacture, Commercialization or other exploitation of Multispecific Antibodies); or (ci) under appropriate confidentiality provisions substantially equivalent to those in this Agreement (but of shorter duration if for a confidentiality period that is reasonable and customary in under the case of subclause (ii)): (iapplicable circumstances) in connection with the performance of its obligations or as reasonably necessary or useful in the exercise of its rights under this Agreement, including the right to grant licenses or sublicenses as permitted hereunder and the right to Develop, Manufacture, Commercialize and otherwise exploit Antibodies and products (including Multispecific Antibodies and Multispecific Products) to which it has rights hereunder, or ; (ii) to the extent such disclosure is reasonably necessary in prosecuting or maintaining any Patent or other intellectual property right in accordance with this Agreement, prosecuting or defending litigation related to this Agreement, complying with applicable governmental regulations with respect to performance under this Agreement (including to comply with the applicable rules of any public stock exchange upon which the stock of such Party or its Affiliate is listed), provided that the Party seeking to disclose Confidential Information of the other Party uses commercially reasonable efforts, consistent with typical practice in the pharmaceutical industry, to secure confidential treatment thereof, as applicable; (iii) to the extent such disclosure is otherwise required by applicable law, provided, however, that if a Party is required by applicable law or court order to make any such disclosure of the other Party’s Confidential Information it will, except where impracticable for necessary disclosures (for example, in the event of medical emergency), give reasonable advance notice to the other Party of such disclosure requirement and, in each of the foregoing, (but not to the extent inappropriate in the case of prosecution and maintenance of Patents), will use its reasonable efforts to seek confidential treatment of such Confidential Information required to be disclosed and limit disclosure of the Confidential Information to only that part necessary to comply with the request; any disclosure of Confidential Information as permitted in the foregoing sentence shall not alter the confidential nature of such Confidential Information for all other purposes; (iv) in communication with advisors (including financial advisors, lawyers and accountants) or actual or bona fide potential investors or acquirers, or actual or bona fide potential licensees or sublicensees related to Products, or approved or permitted contractors, service providers, vendors and the like used (or to be used) in connection with activities hereunder, each on a need to know basis, and in each case under standard confidentiality obligations (subject to the allowances for term of confidentiality provided in subsection (i) above, except with respect to disclosures to actual or bona fide potential licenseesinvestors and acquirers receiving any technical data or information related to the Licensed Products that is Confidential Information of the other Party shall be subject to obligations of confidentiality for a period of at least five (5) years after such disclosure, acquirersor (v) to the extent mutually agreed to by the Parties. In addition to the foregoing, merger partnerswith respect to complying with the disclosure requirements of the U.S. Securities and Exchange Commission (“SEC”) or similar regulatory bodies or the rules of an applicable public stock exchange, assigneesin connection with any required disclosure of material information related to this Agreement, collaboratorsthe Parties shall consult with one another concerning the information to be disclosed and secure confidential treatment thereof where practicable. If time does not permit such discussion, investment bankersor if after such discussion between counsel, investors the Party desiring to make the disclosure still believes such Party is required by applicable Law or lendersapplicable stock exchange rule to make such disclosure, it may do so, upon written notice to the other Party. For clarity, nothing in this Section 5.2 shall prevent any Party from making disclosures required by applicable law.

Authorized Disclosure. Notwithstanding the provisions of Except as expressly provided otherwise in this Article VIAgreement, the Receiving each Party may use and disclose Confidential Information of the Disclosing Party, without violating its obligations under this Agreement, to the extent the disclosure is: other Party as follows: (a) required by a valid order of a court or other Governmental Authority of competent jurisdiction or as otherwise required by Applicable Law, rule, regulation (including securities laws), government requirement, or as may be required in connection with any filings made with, or by the disclosure policies of, a stock exchange (including, for clarity, any such disclosures required to be made by Paragon or its Affiliates or licensees in connection with the Development, Manufacture, Commercialization or other exploitation of Multispecific Antibodies), provided that the Receiving Party shall give reasonable prior written notice to the Disclosing Party of such required disclosure and, at the [***] request and expense, shall cooperate with the Disclosing Party’s efforts to contest such requirement, to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the order was issued or the law required, or to obtain other confidential treatment of such Confidential Information; (b) reasonably necessary to file or Prosecute patent applications, Prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, or obtain or maintain approval to conduct clinical trials or Regulatory Approvals, in each case, in accordance with this Agreement (including, for clarity, any such disclosures that are reasonably necessary to made by Paragon or its Affiliates or licensees in connection with the Development, Manufacture, Commercialization or other exploitation of Multispecific Antibodies); or (ci) under appropriate confidentiality provisions substantially equivalent to those in this Agreement (but of shorter duration if for a confidentiality period that is reasonable and customary in under the case of subclause (ii)): (iapplicable circumstances) in connection with the performance of its obligations or as reasonably necessary or useful in the exercise of its rights under this Agreement, including the right to grant licenses or sublicenses or extension of the licenses and sublicenses to Affiliates and subcontractors as permitted hereunder and the right to Develop, Manufacture, Commercialize and otherwise exploit Antibodies and products (including Multispecific Antibodies and Multispecific Products) to which it has rights hereunder, or ; (ii) to the extent such disclosure is reasonably necessary in prosecuting or maintaining any Patent or other intellectual property right in accordance with this Agreement, prosecuting or defending litigation related to this Agreement, complying with applicable governmental regulations with respect to performance under this Agreement (including to comply with the applicable rules of any public stock exchange upon which the stock of such Party or its Affiliate is listed), provided that the Party seeking to disclose Confidential Information of the other Party uses commercially reasonable efforts, consistent with typical practice in the biopharmaceutical industry, to secure confidential treatment thereof, as applicable; (iii) to the extent such disclosure is otherwise required by Law, provided, however, that if a Party is required by Law or court order to make any such disclosure of the other Party’s Confidential Information it will, except where impracticable for necessary disclosures (for example, in the event of medical emergency), give reasonable advance notice to the other Party of such disclosure requirement and, in each of the foregoing, (but not to the extent inappropriate in the case of Prosecution and Maintenance of Patents), will use its reasonable efforts to seek confidential treatment of such Confidential Information required to be disclosed and limit disclosure of the Confidential Information to only that part necessary to comply with the request; any disclosure of Confidential Information as permitted in the foregoing sentence shall not alter the confidential nature of such Confidential Information for all other purposes; (iv) in communication with advisors (including financial advisors, lawyers and accountants) or actual or bona fide potential investors or acquirers, or actual or bona fide potential licensees or sublicensees related to Products, or approved or permitted contractors, service providers, vendors and the like used (or to be used) in connection with activities hereunder, each on a need to know basis, and in each case under standard confidentiality obligations (subject to the allowances for term of confidentiality provided in subsection (i) above, except with respect to disclosures to actual or bona fide potential licenseesinvestors and acquirers receiving any technical data or information related to Compounds or Products or the Licensed Technology that is Confidential Information of the other Party shall be subject to obligations of confidentiality for a period of at least five (5) years after such disclosure, acquirersor (v) to the extent mutually agreed to by the Parties. In addition to the foregoing, merger partnerswith respect to complying with the disclosure requirements of the U.S. Securities and Exchange Commission (“SEC”) or similar regulatory bodies or the rules of an applicable public stock exchange, assigneesin connection with any required disclosure of material information related to this Agreement, collaboratorsthe Parties shall consult with one another concerning the information to be disclosed and secure confidential treatment thereof where practicable. If time does not permit such discussion, investment bankersor if after such discussion between counsel, investors the Party desiring to make the disclosure still believes such Party is required by applicable Law or lendersapplicable stock exchange rule to make such disclosure, it may do so, upon written notice to the other Party. For clarity, nothing in this Section 5.2 shall prevent any Party from making disclosures required by applicable Law.

Authorized Disclosure. Notwithstanding the provisions of Except as expressly provided otherwise in this Article VIAgreement, the a Receiving Party may use and disclose Confidential Information of the Disclosing Party, without violating its obligations under this Agreement, to the extent the disclosure isParty as follows: (a) required by a valid order of a court or other Governmental Authority of competent jurisdiction or as otherwise required by Applicable Law, rule, regulation (including securities laws), government requirement, or as may be required in connection with any filings made with, or by the disclosure policies of, a stock exchange (including, for clarity, any such disclosures required to be made by Paragon or its Affiliates or licensees in connection with the Development, Manufacture, Commercialization or other exploitation of Multispecific Antibodies), provided that the Receiving Party shall give reasonable prior written notice to the Disclosing Party of such required disclosure and, at the [***] request and expense, shall cooperate with the Disclosing Party’s efforts to contest such requirement, to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the order was issued or the law required, or to obtain other confidential treatment of such Confidential Information; (b) reasonably necessary to file or Prosecute patent applications, Prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, or obtain or maintain approval to conduct clinical trials or Regulatory Approvals, in each case, in accordance with this Agreement (including, for clarity, any such disclosures that are reasonably necessary to made by Paragon or its Affiliates or licensees in connection with the Development, Manufacture, Commercialization or other exploitation of Multispecific Antibodies); or (c) under appropriate confidentiality provisions substantially equivalent similar to those in this Agreement (but of shorter duration if customary in the case of subclause (ii)): (i) Agreement, in connection with the performance of its obligations or as reasonably necessary or useful in the exercise of its rights under granted or reserved in this Agreement, Agreement (including the right rights to research, Develop and Commercialize Licensed Products or EPIZYME Products, as applicable, and to grant licenses or and sublicenses as permitted hereunder and the right to Develop, Manufacture, Commercialize and otherwise exploit Antibodies and products hereunder); (including Multispecific Antibodies and Multispecific Productsb) to which it has rights hereunderthe extent such disclosure is reasonably necessary in filing or prosecuting patent, copyright and trademark applications, prosecuting or defending litigation, complying with applicable governmental regulations, seeking and obtaining Regulatory Approval, conducting non-clinical activities or Clinical Trials, preparing and submitting INDs to Regulatory Authorities, marketing Licensed Products or EPIZYME Products, as applicable, or is otherwise required by applicable Law; provided however that if a Receiving Party is required by applicable Law to make any such disclosure of a Disclosing Party’s Confidential Information it will, except where impracticable, give reasonable advance notice to the Disclosing Party of such disclosure requirement and, if requested by the Disclosing Party, reasonably cooperate with the Disclosing Party to secure confidential treatment of such Confidential Information required to be disclosed; (iic) to in communication with actual or bona fide potential licenseesinvestors, acquirerslenders, acquirors, merger partners, assigneesconsultants, collaboratorsadvisors, investment bankerslicensees, investors sublicensees, collaborators or lendersothers on a need to know basis, in each case under appropriate confidentiality provisions substantially equivalent to those of this Agreement; or (d) to the extent mutually agreed in writing by the Parties.

Authorized Disclosure. Notwithstanding the provisions any other provision of this Article VIAgreement, the Receiving each Party may disclose Confidential Information of the Disclosing other Party, without violating its obligations under this Agreement, to the extent the disclosure is:: * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSION (a) to the extent and to the persons and entities required by a valid order of a an applicable governmental law, rule or regulation or court or other Governmental Authority of competent jurisdiction or as otherwise required by Applicable Laworder; provided, rulehowever, regulation (including securities laws), government requirement, or as may be required in connection with any filings made with, or by that the disclosure policies of, a stock exchange (including, for clarity, any such disclosures Party required to be made by Paragon or its Affiliates or licensees in connection with the Development, Manufacture, Commercialization or other exploitation of Multispecific Antibodies), provided that the Receiving Party disclose Confidential Information shall give reasonable prior written first have given prompt notice to the Disclosing other Party hereto to enable it to seek any available exemptions from or limitations on such disclosure requirement and shall reasonably cooperate in such efforts by the other Party (in particular, the Parties acknowledge that Cubist and/or Chiron may be obligated to file a copy of such required disclosure and, at the [***] request and expense, shall cooperate this Agreement with the Disclosing Party’s efforts U.S. Securities and Exchange Commission with its next quarterly report on Form 10-Q, annual report on Form 10-K or current report on Form 8-K or with any registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to contest the Securities Act of 1933, as amended; in the event of any such requirementfiling, the Parties agree to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the order was issued or the law required, or cooperate and work together to obtain other request confidential treatment pursuant to, and in accordance with, the rules and regulations of such Confidential Informationthe SEC); (b) reasonably to the extent and to the persons and entities required by rules of the National Association of Securities Dealers; (c) as necessary to file or Prosecute prosecute patent applications, Prosecute prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, or obtain or maintain approval but only to conduct clinical trials or Regulatory Approvals, in each case, in accordance with this Agreement (including, for clarity, the extent that any such disclosures that are reasonably necessary disclosure is necessary; (d) as required by the Lilly License; (e) to made by Paragon or its Affiliates or licensees investigators, institutions, contract research organizations, clinical research associates and Regulatory Authorities and the like in connection with the Development, Manufacture, Commercialization or other exploitation of Multispecific Antibodies)conducting clinical trials and obtaining authorizations for same; or (cf) under appropriate confidentiality provisions substantially equivalent to those in this Agreement (but of shorter duration if customary in the case of subclause (ii)): (i) Regulatory Authorities in connection with the performance of its obligations or as reasonably necessary or useful in the exercise of its rights under this Agreement, including the right to grant licenses or sublicenses as permitted hereunder and the right to Develop, Manufacture, Commercialize and otherwise exploit Antibodies and products (including Multispecific Antibodies and Multispecific Products) to which it has rights hereunder, or (ii) to actual or bona fide potential licensees, acquirers, merger partners, assignees, collaborators, investment bankers, investors or lendersDrug Approval Applications.

Authorized Disclosure. Notwithstanding the provisions any other provision of this Article VIAgreement, the Receiving each Party may disclose Confidential Information of the Disclosing Party, without violating its obligations under this Agreement, to the extent the disclosure isother Party as follows: (a) to the extent and to the persons and entities required by a valid order of a court or other Governmental Authority of competent jurisdiction or as otherwise required by Applicable Lawan applicable governmental law, rule, regulation (including securities laws)or order; provided, government requirementhowever, or as may be required in connection with any filings made with, or by that the disclosure policies of, a stock exchange (including, for clarity, any such disclosures Party required to be made by Paragon or its Affiliates or licensees in connection with the DevelopmentCONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, ManufactureWHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, Commercialization or other exploitation of Multispecific Antibodies), provided that the Receiving Party shall give reasonable prior written HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION disclose Confidential Information will first have given prompt notice to the Disclosing other Party of hereto to enable it to seek any available exemptions from or limitations on such required disclosure and, at requirement and will reasonably cooperate in such efforts by the [***] request and expense, shall cooperate with the Disclosing other Party’s efforts to contest such requirement, to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the order was issued or the law required, or to obtain other confidential treatment of such Confidential Information; (b) reasonably as necessary to file or Prosecute prosecute patent applications, Prosecute prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, or obtain or maintain approval but only to conduct clinical trials or Regulatory Approvals, in each case, in accordance with this Agreement (including, for clarity, the extent that any such disclosures that are reasonably necessary to made by Paragon or its Affiliates or licensees in connection with the Development, Manufacture, Commercialization or other exploitation of Multispecific Antibodies); ordisclosure is necessary; (c) under appropriate confidentiality provisions substantially equivalent as necessary to those in this Agreement (but of shorter duration if customary in the case of subclause (ii)): (i) in connection with the performance of its obligations file or as reasonably necessary or useful in the exercise of its rights maintain Regulatory Applications and Regulatory Approvals under this Agreement, including but only to the right extent that any such disclosure is necessary; (d) as necessary for a Party to grant licenses or sublicenses as permitted hereunder and disclose the right terms of this Agreement to Develop, Manufacture, Commercialize and otherwise exploit Antibodies and products (including Multispecific Antibodies and Multispecific Products) to which it has rights hereunder, or (ii) to actual or bona fide potential licenseesinvestors, acquirersor acquirers who are bound in writing by obligations of non- disclosure and non-use of the terms of this Agreement at least as stringent as those contained in this Section 6; (e) to the extent a Party is obligated or choses to do so pursuant to applicable U.S. governmental securities laws, merger partners, assignees, collaborators, investment bankers, investors rules and regulations by filing a copy of this Agreement with the US Securities and Exchange Commission (the “SEC”) or lendersany national securities exchange.

Authorized Disclosure. Notwithstanding the provisions of Except as expressly provided otherwise in this Article VIAgreement, the a Receiving Party may use and disclose Confidential Information of the Disclosing Party, without violating its obligations under this Agreement, to the extent the disclosure is: Party as follows: (a) required by a valid order of a court or other Governmental Authority of competent jurisdiction or as otherwise required by Applicable Law, rule, regulation (including securities laws), government requirement, or as may be required in connection with any filings made with, or by the disclosure policies of, a stock exchange (including, for clarity, any such disclosures required to be made by Paragon or its Affiliates or licensees in connection with the Development, Manufacture, Commercialization or other exploitation of Multispecific Antibodies), provided that the Receiving Party shall give reasonable prior written notice to the Disclosing Party of such required disclosure and, at the [***] request and expense, shall cooperate with the Disclosing Party’s efforts to contest such requirement, to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the order was issued or the law required, or to obtain other confidential treatment of such Confidential Information; (b) reasonably necessary to file or Prosecute patent applications, Prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, or obtain or maintain approval to conduct clinical trials or Regulatory Approvals, in each case, in accordance with this Agreement (including, for clarity, any such disclosures that are reasonably necessary to made by Paragon or its Affiliates or licensees in connection with the Development, Manufacture, Commercialization or other exploitation of Multispecific Antibodies); or (c) under appropriate confidentiality provisions substantially equivalent to those in this Agreement (but of shorter duration if customary in the case of subclause (ii)): (i) in connection with the performance of its obligations or as exercise of rights granted or reserved in this Agreement (including the rights to Develop and Commercialize the Covered Products); (b) to the extent such disclosure is reasonably necessary in filing or useful prosecuting patent, copyright, and trademark applications, prosecuting or defending litigation, complying with applicable governmental regulations, obtaining regulatory approval, conducting Clinical Trial Investigations, marketing Covered Products, or otherwise required by Law; (c) in connection with the appraisal of Lithera IP for the purpose of contributing such IP into the charter capital of NovaMedica or (d) to the extent mutually agreed to in writing by the Parties; provided, however, that if a Receiving Party is required in litigation or by Law or regulation to make any such disclosure of a Disclosing Party’s Confidential Information it shall give reasonable advance notice to the Disclosing Party of such disclosure requirement and, except to the extent inappropriate in the exercise case of patent applications, shall use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed. In addition, a Receiving Party may disclose Confidential Information of the Disclosing Party to any of its rights under this Agreement, including the right to grant licenses or sublicenses as permitted hereunder Affiliates and the right to Develop, Manufacture, Commercialize and otherwise exploit Antibodies and products (including Multispecific Antibodies and Multispecific Products) to which it has rights hereunderPermitted Transferees, or (ii) in connection with due diligence investigations by or on behalf of a Third Party in connection with a potential license, collaboration, investment, merger, or acquisition with or by such Third Party, and, in the case of Lithera, to actual Third Parties in connection with due diligence investigations by or bona fide on behalf of a Third Party in connection with a potential licenseeslicense, acquirers, merger partners, assignees, collaboratorscollaboration, investment bankersor other financing, investors merger, or lendersacquisition with or by such Third Party; provided, however, in each of the foregoing cases, that such Third Party reasonably needs to have access to such Confidential Information agrees to be bound by reasonable terms of confidentiality and non-use at least as stringent as those set forth in this Section 8, to limit such disclosure to only personnel having a need to know such information, and to return or certify to the Receiving Party as to the destruction of such Confidential Information promptly after completing the due diligence investigation, negotiation, or transaction, as the case may be.

Authorized Disclosure. Notwithstanding the provisions obligations set forth in Section 12.1, a Party or its Affiliate may disclose the other Party’s Confidential Information and the terms of this Article VI, the Receiving Party may disclose Confidential Information of the Disclosing Party, without violating its obligations under this Agreement, Agreement to the extent the disclosure isextent: (a) required such disclosure is reasonably necessary (i) for the filing or prosecuting of Patent rights as contemplated by this Agreement; (ii) to comply with the requirements of Regulatory Authorities with respect to obtaining and maintaining Regulatory Approval of Product; or (iii) for prosecuting or defending litigation as contemplated by this Agreement; (b) such disclosure is reasonably necessary to its officers, directors, employees, agents, consultants, contractors, licensees, sublicensees, attorneys, accountants, lenders, insurers or licensors on a valid order need-to-know basis for the sole purpose of a court performing its obligations or exercising its rights under this Agreement; provided that in each case, the disclosees are bound by obligations of confidentiality and non-use no less stringent than those contained in this Agreement; (c) such disclosure is reasonably necessary to any bona fide potential or actual investor, acquiror, merger partner, or other Governmental Authority financial or commercial partner for the sole purpose of competent jurisdiction evaluating an actual or potential investment, acquisition or other business relationship; provided that in each case, the disclosees are bound by written obligations of confidentiality and non-use having a minimum term of five (5) years from the date of the relevant agreement or the date of disclosure, as otherwise set forth in such agreement; or (d) such disclosure is reasonably necessary to comply with Laws, including regulations promulgated by applicable security exchanges, court order, administrative subpoena or other order. Notwithstanding the foregoing, if a Party or its Affiliate is required by Applicable Law, rule, regulation (including securities lawsto make a disclosure of the other Party’s Confidential Information pursuant to Section 12.2(a) or 12.2(d), government requirement, or as may be required in connection with any filings made with, or by such Party will promptly notify the disclosure policies of, a stock exchange (including, for clarity, any such disclosures required to be made by Paragon or its Affiliates or licensees in connection with the Development, Manufacture, Commercialization or other exploitation of Multispecific Antibodies), provided that the Receiving Party shall give reasonable prior written notice to the Disclosing Party of such required disclosure and, at upon the [***] request and expense, shall cooperate with the Disclosing other Party’s request, such Party and its Affiliates will use reasonable efforts to contest such requirementobtain, or to obtain assist the other Party in obtaining, a protective order requiring that preventing or limiting the Confidential Information so disclosed be used only for the purposes for which the order was issued or the law required, or to obtain other confidential treatment of such Confidential Information; (b) reasonably necessary to file or Prosecute patent applications, Prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, or obtain or maintain approval to conduct clinical trials or Regulatory Approvals, in each case, in accordance with this Agreement (including, for clarity, any such disclosures that are reasonably necessary to made by Paragon or its Affiliates or licensees in connection with the Development, Manufacture, Commercialization or other exploitation of Multispecific Antibodies); or (c) under appropriate confidentiality provisions substantially equivalent to those in this Agreement (but of shorter duration if customary in the case of subclause (ii)): (i) in connection with the performance of its obligations or as reasonably necessary or useful in the exercise of its rights under this Agreement, including the right to grant licenses or sublicenses as permitted hereunder and the right to Develop, Manufacture, Commercialize and otherwise exploit Antibodies and products (including Multispecific Antibodies and Multispecific Products) to which it has rights hereunder, or (ii) to actual or bona fide potential licensees, acquirers, merger partners, assignees, collaborators, investment bankers, investors or lendersrequired disclosure.

Authorized Disclosure. Notwithstanding Except as expressly provided otherwise in this Agreement, a Receiving Party or its Affiliates may use and disclose Confidential Information of the provisions Disclosing Party to (a) employees, agents, contractors, consultants and advisors of this Article VI, the Receiving Party and its Affiliates, and sublicensees and to (b) Third Parties to the extent reasonably necessary for the performance of its obligations or exercise of rights granted or reserved in this Agreement, in each case under confidentiality provisions no less restrictive than those in this Agreement. In addition, a Receiving Party or its Affiliates may disclose Confidential Information of the Disclosing Party, without violating its obligations under this Agreement, Party (i) to the extent the disclosure is: reasonably necessary to file or prosecute patent, copyright and trademark applications (asubject to Section 12.4 (Press Release; Publications; Disclosure of Agreement) required by below), complying with applicable governmental regulations, obtaining Regulatory Approvals, conducting non-Clinical Studies or Clinical Studies, marketing a valid order of a court or other Governmental Authority of competent jurisdiction Licensed Product, or as otherwise required by Applicable Law, rule, regulation Law (including securities lawsthe rules of the SEC and any stock exchange); provided, government requirementhowever, that if a Receiving Party or as may be any of its Affiliates is required in connection with any filings made with, or by the disclosure policies of, a stock exchange (including, for clarity, Applicable Law to make any such disclosures required to be made by Paragon or its Affiliates or licensees in connection with the Developmentdisclosure of a Disclosing Party’s Confidential Information it will, Manufactureexcept where impracticable for necessary disclosures, Commercialization or other exploitation of Multispecific Antibodies), provided that the Receiving Party shall give reasonable prior written advance notice to the Disclosing Party of such required disclosure and, at the [***] request requirement and expense, shall cooperate with the Disclosing Party’s will use its reasonable efforts to contest such requirement, to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the order was issued or the law required, or to obtain other secure confidential treatment of such Confidential Information; (b) reasonably necessary Information required to file or Prosecute patent applications, Prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, or obtain or maintain approval to conduct clinical trials or Regulatory Approvals, in each case, in accordance with this Agreement (including, for clarity, any such disclosures that are reasonably necessary to made by Paragon or its Affiliates or licensees in connection with the Development, Manufacture, Commercialization or other exploitation of Multispecific Antibodies)be disclosed; or (c) under appropriate confidentiality provisions substantially equivalent to those in this Agreement (but of shorter duration if customary in the case of subclause (ii)): (i) in connection with the performance of its obligations or as reasonably necessary or useful in the exercise of its rights under this Agreement, including the right to grant licenses or sublicenses as permitted hereunder and the right to Develop, Manufacture, Commercialize and otherwise exploit Antibodies and products (including Multispecific Antibodies and Multispecific Products) to which it has rights hereunder, or (ii) to on a need-to-know basis, in communication with actual or bona fide potential licenseeslenders, potential acquirers, investors, merger partners, assigneesconsultants, collaboratorsor professional advisors, investment bankers, investors in each case under confidentiality provisions no less restrictive than those of this Agreement; (iii) to the extent such disclosure is required to comply with existing expressly stated contractual obligations owed to such Party’s or lendersits Affiliates’ licensor with respect to any intellectual property licensed to the other Party under this Agreement; or (iv) as mutually agreed to in writing by the Parties.

Authorized Disclosure. Notwithstanding the provisions of Except as expressly provided otherwise in this Article VIAgreement, the Receiving each Party may use and disclose Confidential Information of the Disclosing Party, without violating its obligations under this Agreement, to the extent the disclosure is: other Party as follows: (a) required by a valid order of a court or other Governmental Authority of competent jurisdiction or as otherwise required by Applicable Law, rule, regulation (including securities laws), government requirement, or as may be required in connection with any filings made with, or by the disclosure policies of, a stock exchange (including, for clarity, any such disclosures required to be made by Paragon or its Affiliates or licensees in connection with the Development, Manufacture, Commercialization or other exploitation of Multispecific Antibodies), provided that the Receiving Party shall give reasonable prior written notice to the Disclosing Party of such required disclosure and, at the [***] request and expense, shall cooperate with the Disclosing Party’s efforts to contest such requirement, to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the order was issued or the law required, or to obtain other confidential treatment of such Confidential Information; (b) reasonably necessary to file or Prosecute patent applications, Prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, or obtain or maintain approval to conduct clinical trials or Regulatory Approvals, in each case, in accordance with this Agreement (including, for clarity, any such disclosures that are reasonably necessary to made by Paragon or its Affiliates or licensees in connection with the Development, Manufacture, Commercialization or other exploitation of Multispecific Antibodies); or (ci) under appropriate confidentiality provisions substantially equivalent to those in this Agreement (except that the term of confidentiality may be shorter than the term of confidentiality herein, but in no event less than [****] years after the termination of shorter duration if customary in the case of subclause (ii)agreement with the disclosee containing such confidentiality provisions): (iA) in connection with the performance of its obligations or as reasonably necessary or useful in the exercise of its rights under this Agreement, including the right to grant licenses or sublicenses or extension of the licenses and sublicenses to Affiliates and subcontractors as permitted hereunder hereunder, (B) to the extent such disclosure is reasonably necessary or useful in conducting activities under the Plans (including the plans for Exclusive Indications in the Territory and the right to Developplans for Co-Development indications in the ROW for Development and in the Territory outside the Co-Promotion Countries for Commercialization) (C) in complying with the terms of agreements with Third Parties existing as of the Effective Date, Manufacture, Commercialize and otherwise exploit Antibodies and products (including Multispecific Antibodies and Multispecific Products) or thereafter pursuant to which it has such Party first obtains rights hereunderto such Party’s Licensed Technology which is (sub)licensed to the other Party hereunder (provided that, or Exhibit 11.2 sets forth the Third Party and corresponding agreement pursuant to which any disclosure of the other Party’s Confidential Information is required that is in effect as of the Effective Date); (ii) to the extent such disclosure is reasonably necessary in Prosecuting or Maintaining any Patent or other intellectual property right in accordance with this Agreement, prosecuting or defending litigation related to this Agreement, complying with applicable governmental regulations with respect to performance under this Agreement (including to comply with the applicable rules of any public stock exchange upon which the stock of such Party or its Affiliate is listed), making any Regulatory Filings, otherwise obtaining Marketing Approvals or fulfilling post-Marketing Approval obligations for Products, or otherwise required by Law, provided, however, that if a Party is required by Law or court order to make any such disclosure of the other Party’s Confidential Information it will, except where impracticable for necessary disclosures (for example, in the event of medical emergency), give reasonable advance notice to the other Party of such disclosure requirement and, in each of the foregoing, (but not to the extent inappropriate in the case of Prosecution and Maintenance of Patents), will use its reasonable efforts to seek confidential treatment of such Confidential Information required to be disclosed; (iii) in communication with advisors (including financial advisors, lawyers and accountants) or actual or bona fide potential investors or acquirers, or actual or bona fide potential licensees or sublicensees related to Products, or approved or permitted contractors, service providers, vendors and the like used (or to be used) in connection with activities hereunder, each on a need to know basis, and in each case under standard confidentiality obligations (subject to the allowances for term of confidentiality provided in subsection (i) above, except with respect to disclosures to actual or bona fide potential licenseesinvestors and acquirers receiving any technical data related to Compounds or Products that is Confidential Information of the other Party shall be subject to obligations of confidentiality for a period of at least [****] years after such disclosure, acquirersprovided that if, merger partnersat the time of disclosure to a potential acquirer, assigneessuch potential acquirer has active programs (“Walled-Off Programs”) that would be “Competing Activities” as defined in Section 7.1 if they were conducted by the Party potentially to be acquired * Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (the “Target”), collaboratorsthen the Target shall contractually obligate such potential acquirer to keep all technical data related to Compounds or Products that is Confidential Information of the non-Target Party separate from Walled-Off Programs to prevent receipt or use thereof in the Walled-Off Programs for the longer of (x) [****] years after permanent cessation of discussions regarding such acquisition, investment bankersor (y) the term of this Agreement in the event the Target is acquired by or merged with the potential acquirer), investors or lenders(iv) to the extent mutually agreed to by the Parties. In addition to the foregoing, with respect to complying with the disclosure requirements of the SEC or similar regulatory bodies or the rules of an applicable public stock exchange, in connection with any required disclosure of material information related to this Agreement, the Parties shall consult with one another concerning the information to be disclosed where practicable.

Authorized Disclosure. Notwithstanding the provisions of this Article VIobligations set forth in Section 12.1, the Receiving a Party may disclose the other Party’s Confidential Information and the terms of the Disclosing Party, without violating its obligations under this Agreement, Agreement to the extent the disclosure isextent: (a) required by a valid order such disclosure is reasonably necessary (i) for the filing or prosecuting of a court or other Governmental Authority of competent jurisdiction or Patent rights as otherwise required by Applicable Law, rule, regulation contemplated herein; (including securities laws), government requirement, or as may be required in connection with any filings made with, or by the disclosure policies of, a stock exchange (including, for clarity, any such disclosures required ii) to be made by Paragon or its Affiliates or licensees in connection comply with the Development, Manufacture, Commercialization requirements of Regulatory Authorities with respect to obtaining and maintaining Regulatory Approval of Licensed Product; or other exploitation of Multispecific Antibodies), provided that the Receiving Party shall give reasonable prior written notice to the Disclosing Party of such required disclosure and, at the [***] request and expense, shall cooperate with the Disclosing Party’s efforts to contest such requirement, to obtain a protective order requiring that the Confidential Information so disclosed be used only (iii) for the purposes for which the order was issued prosecuting or the law required, or to obtain other confidential treatment of such Confidential Informationdefending litigation as contemplated herein; (b) such disclosure is reasonably necessary to file its or Prosecute patent applicationsits Affiliate’s employees, Prosecute agents, consultants, contractors, licensees or defend litigation sublicensees on a need-to-know basis for the sole purpose of performing its obligations or otherwise establish exercising its rights or enforce obligations under this Agreement, or obtain or maintain approval to conduct clinical trials or Regulatory Approvals, hereunder; provided that in each case, the disclosees are bound by written obligations of confidentiality consistent with those contained in accordance with this Agreement Agreement; (including, for clarity, any c) such disclosures that are disclosure is reasonably necessary to made by Paragon any bona fide potential or its Affiliates actual investor, acquiror, merger partner, or licensees other financial or commercial partner for the sole purpose of evaluating or carrying out an actual or potential investment, acquisition or other business relationship; provided that in connection with such disclosure, such Party shall inform each disclosee of the Development, Manufacture, Commercialization or other exploitation confidential nature of Multispecific Antibodies)such Confidential Information and require each disclosee to treat such Confidential Information as confidential; or (cd) under appropriate confidentiality provisions substantially equivalent such disclosure is reasonably necessary to those in this Agreement comply with Laws, including regulations or rules promulgated by applicable securities commissions (but of shorter duration if customary or other securities regulatory authorities), security exchanges, court order, administrative subpoena or order. Notwithstanding the foregoing, in the case event a Party is required to make a disclosure of subclause (iithe other Party’s Confidential Information pursuant to Section 12.2(a) or 12.2(d)): (i) in connection with , such Party shall promptly notify the performance other Party of its obligations such required disclosure, to the extent that it is legally authorized or as reasonably necessary or useful in the exercise of its rights under this Agreementpermitted to so, including the right and shall use reasonable efforts to grant licenses or sublicenses as permitted hereunder and the right to Develop, Manufacture, Commercialize and otherwise exploit Antibodies and products (including Multispecific Antibodies and Multispecific Products) to which it has rights hereunderobtain, or (ii) to actual assist the other Party in obtaining, a protective order preventing or bona fide potential licensees, acquirers, merger partners, assignees, collaborators, investment bankers, investors or lenderslimiting the required disclosure.

Authorized Disclosure. Notwithstanding the provisions of this Article VI7, the Receiving Party may disclose Confidential Information of the Disclosing Party, without violating its obligations under this Agreement, to the extent the disclosure is: (a) required by a valid order of a court or other Governmental Authority of competent jurisdiction or as otherwise required by Applicable Law, rule, regulation (including securities lawslaws and regulations), government requirement, or as may be required in connection with any filings made with, or by the disclosure policies of, a stock exchange (includingexchange, for clarityprovided, any such disclosures required to be made by Paragon or its Affiliates or licensees in connection with the Development, Manufacture, Commercialization or other exploitation of Multispecific Antibodies), provided that the Receiving Party shall give reasonable prior written notice to the Disclosing Party of such required disclosure and, at the [***] request and expense, shall cooperate with the Disclosing Party’s efforts to contest such requirement, to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the order was issued or the law law, rule or regulation required, or to obtain other confidential treatment of such Confidential Information;; or (b) reasonably necessary to file or Prosecute prosecute patent applications, Prosecute prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, or obtain or maintain approval to conduct clinical trials or Regulatory Approvals, in each case, in accordance with this Agreement (including, for clarity, any such disclosures that are reasonably necessary to made by Paragon or its Affiliates or licensees in connection with the Development, Manufacture, Commercialization or other exploitation of Multispecific Antibodies)Agreement; or (c) under appropriate confidentiality provisions substantially equivalent to those in this Agreement (but of shorter duration if customary in the case of subclause (ii)): (i) in connection with the performance of its obligations or as reasonably necessary or useful in the exercise of its rights under this Agreement, including the right to grant licenses or sublicenses as permitted hereunder and the right to Develop, Manufacture, Commercialize and otherwise exploit Antibodies and products (including Multispecific Antibodies and Multispecific Products) to which it has rights hereunder, or (ii) to actual or bona fide potential licensees, acquirers, merger partners, assignees, collaborators, investment bankers, investors or lenders. Notwithstanding any term of this Agreement to the contrary, Paragon shall have the right to disclose the terms of this Agreement, the Research Plan for the IL-23 Research Program, the progress of and updates with respect to the IL-23 Research Program, the Deliverables for the IL-23 Research Program and the Project Antibody Technology for the IL-23 Research Program (the “IL-23 Information”) to [***] and to bona fide potential and actual [***], for the purpose of (i) allowing Paragon and the Third Party IL-23 Collaborator to prepare for and participate in the IL-23 Selection Process, (ii) raising financing for the benefit of the [***] or engaging in other strategic discussions or transactions with respect to the Retained IL-23 Project Technology, and (iii) enabling the further Development and Manufacture of the Retained IL-23 Project Antibodies for the benefit of the [***], in each case under appropriate confidentiality provisions substantially equivalent to those in this Agreement (but of shorter duration if customary). For clarity, following the completion of the IL-23 Selection Process, the foregoing restrictions shall not apply with respect to any IL-23 Information that also constitutes Retained IL-23 Project Antibody, which is the Confidential Information of Paragon.

Authorized Disclosure. Notwithstanding the provisions of this Article VIobligations set forth in Section 11.1, the Receiving a Party may disclose the other Party’s Confidential Information and the terms of the Disclosing Party, without violating its obligations under this Agreement, Agreement to the extent the disclosure isextent: (a) required such disclosure is reasonably necessary (i) to comply with the requirements of Regulatory Authorities with respect to obtaining and maintaining Regulatory Approval of the Bulk Product or the API; or (ii) for prosecuting or defending litigation as contemplated by this Agreement or the License Agreement; (b) such disclosure is reasonably necessary to its officers, directors, employees, agents, consultants, contractors, licensees, sublicensees, attorneys, accountants, lenders, insurers or licensors on a valid order need-to-know basis for the sole purpose of a court performing its obligations or exercising its rights under this Agreement; provided that in each case, the disclosees are bound [ * ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. by obligations of confidentiality and non-use no less stringent than those contained in this Agreement; (c) such disclosure is reasonably necessary to any bona fide potential or actual investor, acquiror, merger partner, or other Governmental Authority financial or commercial partner for the sole purpose of competent jurisdiction evaluating an actual or as otherwise potential investment, acquisition or other business relationship; provided that in each case, the disclosees are bound by written obligations of confidentiality and non-use having a minimum term of five years; or (d) such disclosure is reasonably necessary to comply with applicable Laws, including regulations promulgated by applicable security exchanges, court order, administrative subpoena or other order. Notwithstanding the foregoing, in the event a Party is required by Applicable Law, rule, regulation (including securities lawsto make a disclosure of the other Party’s Confidential Information pursuant to Section 11.2(a) or 11.2(d), government requirement, or as may be required in connection with any filings made with, or by the disclosure policies of, a stock exchange (including, for clarity, any such disclosures required to be made by Paragon or its Affiliates or licensees in connection with the Development, Manufacture, Commercialization or other exploitation of Multispecific Antibodies), provided that the Receiving Party shall give reasonable prior written notice to promptly notify the Disclosing other Party of such required disclosure and, at upon the [***] request and expenseother Party’s request, shall cooperate with the Disclosing Party’s use reasonable efforts to contest such requirementobtain, or to obtain assist the other Party in obtaining, a protective order requiring that preventing or limiting the Confidential Information so disclosed be used only for the purposes for which the order was issued or the law required, or to obtain other confidential treatment of such Confidential Information; (b) reasonably necessary to file or Prosecute patent applications, Prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, or obtain or maintain approval to conduct clinical trials or Regulatory Approvals, in each case, in accordance with this Agreement (including, for clarity, any such disclosures that are reasonably necessary to made by Paragon or its Affiliates or licensees in connection with the Development, Manufacture, Commercialization or other exploitation of Multispecific Antibodies); or (c) under appropriate confidentiality provisions substantially equivalent to those in this Agreement (but of shorter duration if customary in the case of subclause (ii)): (i) in connection with the performance of its obligations or as reasonably necessary or useful in the exercise of its rights under this Agreement, including the right to grant licenses or sublicenses as permitted hereunder and the right to Develop, Manufacture, Commercialize and otherwise exploit Antibodies and products (including Multispecific Antibodies and Multispecific Products) to which it has rights hereunder, or (ii) to actual or bona fide potential licensees, acquirers, merger partners, assignees, collaborators, investment bankers, investors or lendersrequired disclosure.

Authorized Disclosure. Notwithstanding the provisions of this Article VI, the Receiving Each receiving Party may disclose Confidential Information of belonging to the Disclosing Party, without violating its obligations under disclosing Party as expressly permitted by this Agreement, Agreement or if and to the extent such disclosure is reasonably necessary in the disclosure isfollowing instances: (a) required filing, prosecuting, or maintaining Patents as permitted by this Agreement; (b) regulatory filings for Products (for ALFRESA, only in the ALFRESA Territory) that such Party has a valid order license or right to Develop hereunder in a given country or jurisdiction; (c) prosecuting or defending litigation arising under this Agreement; (d) complying with applicable court orders or governmental regulations; and (e) disclosure to its and its Affiliates’ employees, contractors and agents, to ARS Collaborators (in the case of a court or other Governmental Authority ARS) and to Sublicensees (in the case of competent jurisdiction or as otherwise required by Applicable Law, rule, regulation (including securities lawsALFRESA), government requirement, or as may be required in connection with any filings made with, or by the disclosure policies of, each case on a stock exchange (including, for clarity, any such disclosures required to be made by Paragon or its Affiliates or licensees need-to-know basis in connection with the Development and manufacture of Compositions, and Development, Manufacturemanufacture and Commercialization of Products in accordance with the terms of this Agreement, Commercialization in each case under written obligations of confidentiality and non-use at least as stringent as those herein; and (f) disclosure to potential and actual investors, acquirers, licensees and other financial or other exploitation commercial partners solely for the purpose of Multispecific Antibodiesevaluating or carrying out an actual or potential investment, acquisition or collaboration in such receiving Party, in each case under written or professional obligations of confidentiality and non-use at least as stringent as those herein. Notwithstanding the foregoing, in the event a receiving Party is required to make a disclosure of the disclosing Party’s Confidential Information pursuant to Section 12.3(c) or (d), provided that the Receiving Party shall and before making any such disclosure, it will, except where impracticable or prohibited, give reasonable prior prompt advance written notice to the Disclosing disclosing Party of such required disclosure andrequirement and its intended disclosure, at the [***] request and expense, shall cooperate with the Disclosing disclosing Party’s efforts to contest limit or avoid such requirement, disclosure and/or to obtain seek a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the order was issued or the law requiredorder, or to obtain other confidential treatment of such Confidential Information; (b) reasonably necessary to file or Prosecute patent applications, Prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, or obtain or maintain approval to conduct clinical trials or Regulatory Approvals, in each case, in accordance with this Agreement (including, for clarity, any such disclosures that are reasonably necessary to made by Paragon or its Affiliates or licensees in connection with the Development, Manufacture, Commercialization Information or other exploitation available remedy.. In any event, the Parties agree to take all reasonable action to avoid disclosure of Multispecific Antibodies); or a disclosing Party’s Confidential Information hereunder. Any information disclosed pursuant to Section 12.3(c) or (cd) under appropriate confidentiality provisions substantially equivalent shall remain Confidential Information and subject to those the restrictions set forth in this Agreement (but of shorter duration if customary in the case of subclause (ii)): (i) in connection with the performance of its obligations or as reasonably necessary or useful in the exercise of its rights under this Agreement, including the right to grant licenses or sublicenses as permitted hereunder and the right to Develop, Manufacture, Commercialize and otherwise exploit Antibodies and products (including Multispecific Antibodies and Multispecific Products) to which it has rights hereunder, or (ii) to actual or bona fide potential licensees, acquirers, merger partners, assignees, collaborators, investment bankers, investors or lendersforegoing provisions of this Article 13.

Authorized Disclosure. Notwithstanding the provisions of Except as expressly provided otherwise in this Article VIAgreement, the Receiving each Party may use and disclose Confidential Information of the Disclosing Party, without violating its obligations under this Agreement, to the extent the disclosure isother Party solely as follows: (a) required by a valid order of a court or other Governmental Authority of competent jurisdiction or as otherwise required by Applicable Law, rule, regulation (including securities laws), government requirement, or as may be required in connection with any filings made with, or by the disclosure policies of, a stock exchange (including, for clarity, any such disclosures required to be made by Paragon or its Affiliates or licensees in connection with the Development, Manufacture, Commercialization or other exploitation of Multispecific Antibodies), provided that the Receiving Party shall give reasonable prior written notice to the Disclosing Party of such required disclosure and, at the [***] request and expense, shall cooperate with the Disclosing Party’s efforts to contest such requirement, to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the order was issued or the law required, or to obtain other confidential treatment of such Confidential Information; (b) reasonably necessary to file or Prosecute patent applications, Prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, or obtain or maintain approval to conduct clinical trials or Regulatory Approvals, in each case, in accordance with this Agreement (including, for clarity, any such disclosures that are reasonably necessary to made by Paragon or its Affiliates or licensees in connection with the Development, Manufacture, Commercialization or other exploitation of Multispecific Antibodies); or (ci) under appropriate confidentiality provisions substantially equivalent to those in this Agreement Agreement: (but of shorter duration if customary in the case of subclause (ii)): (ia) in connection with the performance of its obligations or as reasonably necessary or useful in the exercise of its rights under this Agreement, including and (b) to the right to grant licenses extent such disclosure is reasonably necessary or sublicenses as permitted hereunder and the right to Developuseful in conducting Development, Manufacture, Commercialize and otherwise exploit Antibodies and products (including Multispecific Antibodies and Multispecific Products) to which it has rights hereunder, Commercialization or Medical Affairs Activities under this Agreement; (ii) to actual the extent such disclosure is to a Governmental Amgen Ref. No. 2017747574 Page 42 Note: Redacted portions have been marked with [*]. The redacted portions are subject to a request for confidential treatment that has been filed with the Securities and Exchange Commission. Authority as reasonably necessary in filing or bona fide potential licenseesprosecuting patent, acquirersCopyright and trademark applications in accordance with this Agreement, merger partnersprosecuting or defending litigation in accordance with this Agreement, assigneescomplying with applicable governmental regulations with respect to performance under this Agreement, collaboratorsfiling Regulatory Filings, investment bankersobtaining Regulatory Approval or fulfilling post-approval regulatory obligations for the Product, investors or lendersotherwise required by Law; provided, however, that if a Party is required by Law or the rules of any securities exchange or automated quotation system to make any such disclosure of the other Party’s Confidential Information it shall, except where impracticable for necessary disclosures (for example, in the event of medical emergency), give reasonable advance notice to the other Party of such disclosure requirement and, in the case of each of the foregoing, shall use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; (iii) to advisors (including lawyers and accountants) on a need to know basis, in each case under appropriate confidentiality provisions or professional standards of confidentiality substantially equivalent to those of this Agreement; or (iv) to the extent mutually agreed to by the Parties. For purposes of clarity, in each case ((i) through (iv)), Novartis shall ensure that manufacturing technology related Confidential Information is not shared with any of its or its Affiliates’ personnel (whether employees, consultants, Third Party contractors or otherwise and whether or not located within the United States): (i) [*] and (ii) [*].

Authorized Disclosure. Notwithstanding the provisions of Except as expressly provided otherwise in this Article VIAgreement, the a Receiving Party or its Affiliates may use and disclose to Third Parties Confidential Information of the Disclosing PartyParty as follows: (i) with respect to any such disclosure of Confidential Information, without violating its obligations under confidentiality provisions no less restrictive than those in this Agreement, to the extent the disclosure is: (a) required by a valid order of a court or other Governmental Authority of competent jurisdiction or as otherwise required by Applicable Law, rule, regulation (including securities laws), government requirement, or as may be required in connection with any filings made with, or by the disclosure policies of, a stock exchange (including, for clarity, any such disclosures required to be made by Paragon or its Affiliates or licensees in connection with the Development, Manufacture, Commercialization or other exploitation of Multispecific Antibodies), provided that the Receiving Party shall give reasonable prior written notice to the Disclosing Party of such required disclosure and, at the [***] request and expense, shall cooperate with the Disclosing Party’s efforts to contest such requirement, to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the order was issued or the law required, or to obtain other confidential treatment of such Confidential Information; (b) reasonably necessary to file or Prosecute patent applications, Prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, or obtain or maintain approval to conduct clinical trials or Regulatory Approvals, in each case, in accordance with this Agreement (including, for clarity, any such disclosures that are reasonably necessary to made by Paragon or its Affiliates or licensees in connection with the Development, Manufacture, Commercialization or other exploitation of Multispecific Antibodies); or (c) under appropriate confidentiality provisions substantially equivalent to those in this Agreement (but of shorter duration if customary in the case of subclause (ii)): (i) solely in connection with the performance of its obligations or as reasonably necessary or useful in the exercise of its rights granted or reserved in this Agreement (including, without limitation, the rights to Develop and Commercialize Option Compounds and/or Option Products under this AgreementSection 3.3, including the right and to grant licenses and sublicenses hereunder), provided, that Confidential Information may be disclosed by a Receiving Party to a governmental entity or sublicenses as permitted hereunder agency without requiring such entity or agency to enter into a confidentiality agreement with such Receiving Party if such Receiving Party has used reasonable efforts to impose such requirement without success and disclosure to such governmental entity or agency is necessary for the right to Develop, Manufacture, Commercialize and otherwise exploit Antibodies and products (including Multispecific Antibodies and Multispecific Products) to which it has rights performance of the Receiving Party’s obligations hereunder, or ; (ii) to the extent such disclosure is reasonably necessary in filing or prosecuting patent, copyright and trademark applications, complying with applicable governmental regulations, obtaining Approvals, conducting clinical trials, marketing Option Products, or as otherwise required by applicable law, regulation, rule or legal process (including the rules of the SEC and any stock exchange); provided, however, that if a Receiving Party or any of its Affiliates is required by law or regulation to make any such disclosure of a Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosures, for example, but without limitation, in the event of a medical emergency, give reasonable advance notice to the Disclosing Party of such disclosure requirement and will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; (iii) in communication with actual or bona fide potential licenseeslenders, acquirersarm’s length financial investors, merger partners, assigneesacquirers, collaboratorsconsultants, investment bankersor professional advisors on a need-to-know basis, investors in each case under confidentiality provisions no less restrictive than those of this Agreement; (iv) to the extent and only to the extent that such disclosure is required to comply with existing expressly stated contractual obligations owed to such Party’s or lendersits Affiliates’ licensor with respect to any intellectual property licensed to the other Party under this Agreement; (v) to prosecute or defend litigation as permitted by this Agreement or (vi) to the extent mutually agreed to in writing by the Parties.

Authorized Disclosure. Notwithstanding the provisions of this Article VI, the Receiving Each Party and its Recipients may disclose Confidential Information of the Disclosing Party, without violating its obligations under this Agreement, to the extent the that such disclosure is: (a) required by made in response to a valid order of a court of competent jurisdiction or other Governmental Authority of competent jurisdiction or as otherwise required by Applicable Lawjurisdiction; provided, rulehowever, regulation (including securities laws), government requirement, or as may be required in connection with any filings made with, or by the disclosure policies of, a stock exchange (including, for clarity, any such disclosures required to be made by Paragon or its Affiliates or licensees in connection with the Development, Manufacture, Commercialization or other exploitation of Multispecific Antibodies), provided that the Receiving receiving Party shall give reasonable prior written first have given notice to the Disclosing disclosing Party of and given the disclosing Party a reasonable opportunity to quash such required disclosure and, at the [***] request and expense, shall cooperate with the Disclosing Party’s efforts to contest such requirement, order or to obtain a protective order requiring that the Confidential Information so disclosed that is the subject of such order be held in confidence by such court or Governmental Authority or, if disclosed, be used only for the purposes for which the order was issued issued; and provided further that if a disclosure order is not quashed or a protective order is not obtained, the law required, Confidential Information disclosed in response to such court or governmental order shall be limited to obtain other confidential treatment of that information that is legally required to be disclosed in such Confidential Information;response to such court or governmental order; or (b) otherwise required by applicable Law or the requirements of a national securities exchange or another similar regulatory body, with the receiving Party providing prior written notice thereof to the disclosing Party and a reasonable opportunity for the disclosing Party to review and comment on such required disclosure and propose that portions be subject to a request for confidential treatment thereof or a protective order therefor prior to making such disclosure and the receiving Party using reasonable efforts to secure confidential treatment or any other applicable protection for the portions of the Confidential Information that the disclosing Party requests be redacted; (c) made by Grifols or its Affiliates to Third Parties as may be reasonably necessary in connection with (i) the use, importation, transportation, promotion, marketing, distribution, offering to file or Prosecute patent applicationssell, Prosecute or defend litigation selling or otherwise establish rights disposing of or enforce obligations under offering to dispose of the Supplied Product in the Territory or (ii) the manufacture, storage, testing, packaging or labeling of Supplied Product that will be used, imported, transported, promoted, marketed, distributed, offered for sale, sold or otherwise disposed of or offered to be disposed of in the Territory, in each case of (i) and (ii), as contemplated by this Agreement, the Quality Agreement or obtain or maintain approval to conduct clinical trials the License Agreement; provided that any such Third Party that is not a Governmental Authority or Regulatory ApprovalsAuthority shall, to the extent feasible, be advised of Grifols’ obligations hereunder and bound by confidentiality obligations with respect to such Confidential Information consistent with those set forth in each case, in accordance with this Agreement (including, for clarity, any such disclosures that are reasonably necessary to made by Paragon or its Affiliates or licensees in connection with the Development, Manufacture, Commercialization or other exploitation of Multispecific Antibodies)Agreement; or (cd) under appropriate confidentiality provisions substantially equivalent to those in this Agreement (but of shorter duration if customary in the case of subclause (ii)): (i) in connection with the performance of its obligations or as reasonably necessary or useful in the exercise of its rights under this Agreement, including the right to grant licenses or sublicenses as permitted hereunder and the right to Develop, Manufacture, Commercialize and otherwise exploit Antibodies and products (including Multispecific Antibodies and Multispecific Products) to which it has rights hereunder, or (ii) to actual or any bona fide potential licenseesor actual investor, acquirersacquirer, merger partnerspartner or other financial or commercial partner for the sole purpose of evaluating an actual or potential investment, assigneesacquisition or other business relationship; provided in each case that any such disclose shall be previously authorized in writing by the other Party and that the potential or actual investor, collaboratorsacquirer, investment bankers, investors merger partner or lendersother financial or commercial partner shall be bound by confidentiality obligations with respect to such Confidential Information consistent with those set forth in this Agreement.

Authorized Disclosure. Notwithstanding the provisions of this Article VIobligations set forth in Article12.1, the Receiving a Party may disclose the other Party’s Confidential Information and the terms of this Agreement to the extent: such disclosure is reasonably necessary (i) for the filing or prosecuting Patent rights as contemplated by this Agreement; (ii) to comply with the requirements of Regulatory Authorities or Applicable Laws with respect to obtaining and maintaining Regulatory Approval of the Disclosing PartyProducts; or (iii) for the prosecuting or defending litigation as contemplated by this Agreement or the Supply Agreement; such disclosure is reasonably necessary to its Affiliates, without violating employees, agents, consultants, contractors, and actual and potential licensees or sublicensees (but, in the case of Licensee, subject to Article 12.6) on a need-to-know basis for the purpose of performing its obligations or exercising its rights under this Agreement, to Agreement or the extent the disclosure is: (a) required by a valid order of a court or other Governmental Authority of competent jurisdiction or as otherwise required by Applicable Law, rule, regulation (including securities laws), government requirement, or as may be required in connection with any filings made with, or by the disclosure policies of, a stock exchange (Supply Agreement including, with respect to Licensor, for clarity, any such disclosures required to be made by Paragon or its Affiliates or licensees in connection with the purpose of Development, Manufacturemanufacture, Commercialization or other exploitation of Multispecific Antibodiesthe Products outside the Territory during the Term and worldwide after termination of this Agreement; provided that in each case, the disclosees are bound by written obligations of confidentiality and non-use consistent with those contained in this Agreement; such disclosure is reasonably necessary to any bona fide potential or actual investor, acquiror, merger partner, or other financial or commercial partner for the sole purpose of evaluating or carrying out an actual or potential investment, acquisition or other business relationship; provided that in connection with such disclosure, such Party shall inform each disclosee of the confidential nature of such Confidential Information and require each disclosee to treat such Confidential Information as confidential; or such disclosure is reasonably necessary to comply with Applicable Laws, including regulations promulgated by applicable security exchanges, court order, administrative subpoena or order. Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Article12.2 (a) or 12.2 (d), provided that the Receiving such Party shall give reasonable prior written notice to promptly notify the Disclosing other Party of such required disclosure and, at the [***] request and expense, shall cooperate with the Disclosing Party’s use reasonable efforts to contest such requirementobtain, or to obtain assist the other Party in obtaining, a protective order requiring preventing or limiting the required disclosure. Notwithstanding the foregoing, Licensee agrees that the Confidential Information so disclosed full disclosure of the existence and terms of this Agreement may be used only made at any time and for any reason to whomsoever the purposes for which Licensor determines has a legitimate need to know such terms including, without limitation, the order was issued Government of China and the Government of Germany. Without limitation of any of the foregoing or the law requiredprotections for CMC Data, or Licensee shall adopt and implement reasonable procedures to obtain other confidential treatment limit the dissemination of Sensitive Information, including appropriate firewall procedures to prevent the disclosure of and use of Sensitive Information beyond the Limited Licensee Regulatory Team members who are required to receive such Confidential Information; (b) reasonably necessary information in order to file or Prosecute patent applicationsprepare, Prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreementsubmit, or obtain or maintain approval a Regulatory Approval for the Product in the Field in the Territory or if access to conduct clinical trials CMC Data is otherwise necessary for regulatory or quality reasons to sell the Product in the Field in the Territory, segregating all Sensitive Information from its own information or materials or that of others (including Affiliates) in order to prevent commingling and securing all tangible embodiments of such Sensitive Information in a safe, locked file, or other suitable locked container, or on a secure, password-protected computer or in a locked room with restricted access when such items are not in use; not copying or otherwise duplicating any embodiments of the Sensitive Information, except as necessary to prepare, submit, obtain or maintain a Regulatory Approvals, Approval for the Product in each case, the Territory or if the copy or duplication of the CMC Data is otherwise necessary for regulatory or quality reasons to sell the Product in accordance with this Agreement the Field in the Territory (including, for clarity, provided that any such disclosures that are copies or duplications of such Sensitive Information shall be marked “confidential,” “proprietary,” or the like), and notifying Licensor immediately, and cooperating with Licensor as Licensor may reasonably necessary request, upon any discovery of any loss or compromise of Sensitive Information. Notwithstanding the foregoing, to made by Paragon or its Affiliates or licensees the extent any Sensitive Information is subject to the exceptions set forth in connection with the DevelopmentArticle12.2, Manufacture, Commercialization or other exploitation of Multispecific Antibodies); or (c) under appropriate confidentiality provisions substantially equivalent such Sensitive Information shall not be subject to those in this Agreement (but of shorter duration if customary in the case of subclause (ii)): (i) in connection with the performance of its obligations or as reasonably necessary or useful in the exercise of its rights under this Agreement, including the right to grant licenses or sublicenses as permitted hereunder and the right to Develop, Manufacture, Commercialize and otherwise exploit Antibodies and products (including Multispecific Antibodies and Multispecific Products) to which it has rights hereunder, or (ii) to actual or bona fide potential licensees, acquirers, merger partners, assignees, collaborators, investment bankers, investors or lendersArticle12.3.

Authorized Disclosure. Notwithstanding the provisions of Except as expressly provided otherwise in this Article VIAgreement, the Receiving each Party may use and disclose Confidential Information of the Disclosing Party, without violating its obligations under this Agreement, to the extent the disclosure is:other Party solely (a) required by a valid order of a court or other Governmental Authority of competent jurisdiction or as otherwise required by Applicable Law, rule, regulation (including securities laws), government requirement, or as may be required in connection with any filings made with, or by the disclosure policies of, a stock exchange (including, for clarity, any such disclosures required to be made by Paragon or its Affiliates or licensees in connection with the Development, Manufacture, Commercialization or other exploitation of Multispecific Antibodies), provided that the Receiving Party shall give reasonable prior written notice to the Disclosing Party of such required disclosure and, at the [***] request and expense, shall cooperate with the Disclosing Party’s efforts to contest such requirement, to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the order was issued or the law required, or to obtain other confidential treatment of such Confidential Information; (b) reasonably necessary to file or Prosecute patent applications, Prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, or obtain or maintain approval to conduct clinical trials or Regulatory Approvals, in each case, in accordance with this Agreement (including, for clarity, any such disclosures that are reasonably necessary to made by Paragon or its Affiliates or licensees in connection with the Development, Manufacture, Commercialization or other exploitation of Multispecific Antibodies); or (c) under appropriate confidentiality provisions substantially equivalent to those in this Agreement (but of shorter duration if customary in the case of subclause (ii)): Agreement: (i) in connection with the performance of its obligations or as reasonably necessary or useful in the exercise of its rights under this Agreement, including the right to grant licenses or sublicenses as permitted hereunder and the right to Develop, Manufacture, Commercialize and otherwise exploit Antibodies and products (including Multispecific Antibodies and Multispecific Products) to which it has rights hereunder, or (ii) to the extent such disclosure is reasonably necessary or useful in conducting Clinical Studies under this Agreement; or (iii) to actual or bona fide potential licensees(sub)licensees, acquirers, merger partners, acquirers or assignees, collaborators, investment bankers, investors or lenders, or; (b) to the extent such disclosure is to a Government Authority as reasonably necessary in filing or prosecuting patent right, copyright and trademark applications in accordance with this Agreement, prosecuting or defending litigation related to this Agreement, complying with applicable governmental regulations with respect to performance under this Agreement, obtaining regulatory approval or fulfilling post-approval regulatory obligations for the Licensed Compounds or Licensed Products, or otherwise required by Law; provided, however, that if a Party is required by Law or the rules of any securities exchange or automated quotation system to make any such disclosure of the other Party’s Confidential Information it will, except where impracticable for necessary disclosures (for example, in the event of medical emergency), give reasonable advance notice to the other Party of such disclosure requirement and, in each of the foregoing, will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; (c) to advisors (including lawyers and accountants) on a need to know basis, in each case under appropriate confidentiality provisions or professional standards of confidentiality substantially equivalent to those of this Agreement, or (d) to the extent mutually agreed to by the Parties. Notwithstanding the foregoing, the Parties will agree upon and release a mutual press release to announce the execution of this Agreement in the form attached hereto as Exhibit A for use in responding to inquiries about the Agreement; thereafter, Eagle and Cephalon may each disclose to Third Parties the information contained in such press release without the need for further approval by the other. Each Party acknowledges and agrees that the other Party may submit this Agreement to the Securities and Exchange Commission (“SEC”) and if a Party does submit this Agreement to the SEC, such Party agrees to consult with the other Party with respect to the preparation and submission of, a confidential treatment request for this Agreement. If a Party is required by Law to make a disclosure of the terms of this Agreement in a filing with or other submission to the SEC, and (i) such Party has provided copies of the disclosure to the other Party as far in advance of such filing or other disclosure as is reasonably practicable under the circumstances, (ii) such Party has promptly notified the other Party in writing of such requirement and any respective timing constraints, and (iii) such Party has given the other Party a reasonable time under the circumstances from the date of notice by such Party of the required disclosure to comment upon, request confidential treatment or approve such disclosure, then such Party will have the right to make such public disclosure at the time and in the manner reasonably determined by its counsel to be required by Law. Notwithstanding anything to the contrary herein, it is hereby understood and agreed that if a Party seeking to make a disclosure to the SEC as set forth in this Section 11.2, and the other Party provides comments within the respective time periods or constraints specified herein or within the respective notice, the Party seeking to make such disclosure or its counsel, as the case may be, will in good faith (A) consider incorporating such comments and (B) use reasonable efforts to incorporate such comments, limit disclosure or obtain confidential treatment to the extent reasonably requested by the other Party. Each Party will have the right to issue additional press releases or to make public disclosures with the prior written agreement of the other Party.

Authorized Disclosure. Notwithstanding the provisions of this Article VI, the The Receiving Party may disclose Confidential Information of the Disclosing Party, without violating its obligations under this Agreement, Party to the extent the that such disclosure is: (a) required by made in response to a valid order of a court or other Governmental Authority governmental authority or, if in the reasonable opinion of competent jurisdiction or as the Receiving Party’s legal counsel, such disclosure is otherwise required by Applicable Law, ruleincluding by reason of filing with securities regulators; provided that the Receiving Party shall, regulation where practicable, first have given notice to the Disclosing Party and given the Disclosing Party a reasonable opportunity to quash such order or to obtain a protective order or confidential treatment; and provided further that the Confidential Information disclosed in response to such court or governmental order shall be limited to that information which is legally required to be disclosed in response to such court or governmental order; (including securities laws), government requirement, b) made by or on behalf of the Receiving Party to Regulatory Authorities as may be required in connection with any filings made withfiling, application or request for Regulatory Approval for the Licensed Products as permitted by the disclosure policies of, a stock exchange (including, for clarity, any such disclosures required to be made by Paragon or its Affiliates or licensees in connection with the Development, Manufacture, Commercialization or other exploitation of Multispecific Antibodies), this Agreement; provided that the Receiving Party reasonable measures shall give reasonable prior written notice be taken to the Disclosing Party of such required disclosure and, at the [***] request and expense, shall cooperate with the Disclosing Party’s efforts to contest such requirement, to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the order was issued or the law required, or to obtain other assure confidential treatment of such Confidential Informationinformation to the extent practicable and consistent with Applicable Law; (bc) made by or on behalf of the Receiving Party to a patent authority as may be reasonably necessary to file or Prosecute patent applications, Prosecute or defend litigation or otherwise establish rights or enforce obligations under useful for purposes of obtaining a Patent as permitted by this Agreement; provided that reasonable measures shall be taken to assure confidential treatment of such information, or obtain or maintain approval to conduct clinical trials or Regulatory Approvals, in each case, in accordance with this Agreement (including, for clarity, any the extent such disclosures that are reasonably necessary to made by Paragon or its Affiliates or licensees in connection with the Development, Manufacture, Commercialization or other exploitation of Multispecific Antibodies)protection is available; or (cd) under appropriate confidentiality provisions substantially equivalent made by the Receiving Party to those in this Agreement (but of shorter duration if customary in the case of subclause (ii)): (i) its attorneys, auditors, advisors, consultants, contractors, existing or prospective collaboration partners, licensees, sublicensees, existing or prospective investors, prospective acquirers, prospective lenders or other Third Parties as may be necessary in connection with the performance of its obligations or as reasonably necessary or useful in the exercise of its rights under this Agreement, including in each case, for limited purposes; provided that such persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information substantially similar to the right to grant licenses or sublicenses as permitted hereunder obligations of confidentiality and non-use of the right to Develop, Manufacture, Commercialize and otherwise exploit Antibodies and products (including Multispecific Antibodies and Multispecific Products) to which it has rights hereunder, or (ii) to actual or bona fide potential licensees, acquirers, merger partners, assignees, collaborators, investment bankers, investors or lendersReceiving Party set forth herein.

Authorized Disclosure. Notwithstanding the provisions of this obligations set forth in Article VI12.1, the Receiving a Party may disclose the other Party’s Confidential Information and the terms of the Disclosing Party, without violating its obligations under this Agreement, Agreement to the extent the disclosure isextent: (a) required such disclosure is reasonably necessary (i) for the filing or prosecuting Patent rights as contemplated by this Agreement (subject to Article 12.5 below); (ii) to comply with the requirements of Regulatory Authorities or Applicable Laws with respect to obtaining and maintaining Regulatory Approval of the Products; or (iii) for the prosecuting or defending litigation as contemplated by this Agreement, the Pharmacovigilance Agreement or the Supply Agreement; (b) such disclosure is reasonably necessary to its Affiliates, employees, agents, consultants, contractors, and actual and potential licensees or sub-licensees ( in the case of Licensee, to its Designated Parties and ) on a valid order need-to-know basis for the purpose of a court performing its obligations or other Governmental Authority of competent jurisdiction exercising its rights under this Agreement, the Pharmacovigilance Agreement or as otherwise required by Applicable Law, rule, regulation (including securities laws), government requirement, or as may be required in connection with any filings made with, or by the disclosure policies of, a stock exchange (Supply Agreement including, with respect to Licensor, for clarity, any such disclosures required to be made by Paragon or its Affiliates or licensees in connection with the purpose of Development, Manufacture, Commercialization or other exploitation of Multispecific Antibodiesthe Products outside the Territory during the Term and worldwide after termination of this Agreement; provided that in each case, the disclosees are bound by written obligations of confidentiality and non-use consistent with those contained in this Agreement; (c) such disclosure is reasonably necessary to any bona fide potential or actual investor, acquirer, merger partner, or other financial or commercial partner for the sole purpose of evaluating or carrying out an actual or potential investment, acquisition or other business relationship; provided that in connection with such disclosure, such Party shall inform each disclosee of the confidential nature of such Confidential Information and require each disclosee to treat such Confidential Information as confidential; or (d) such disclosure is reasonably necessary to comply with Applicable Laws, including regulations promulgated by applicable security exchanges, court order, administrative subpoena or order. Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Article 12.2 (a) or 12.2 (d), provided that the Receiving such Party shall give reasonable prior written notice to promptly notify the Disclosing other Party of such required disclosure and, at the [***] request and expense, shall cooperate with the Disclosing Party’s use reasonable efforts to contest such requirementobtain, or to obtain assist the other Party in obtaining, a protective order requiring preventing or limiting the required disclosure. Notwithstanding the foregoing, Licensee agrees that the Confidential Information so disclosed be used only for full disclosure of the purposes for which the order was issued or the law required, or to obtain other confidential treatment existence and terms of such Confidential Information; (b) reasonably necessary to file or Prosecute patent applications, Prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, or obtain or maintain approval to conduct clinical trials or Regulatory Approvals, in each case, in accordance with this Agreement (including, may be made at any time and for clarity, any reason to whomsoever the Licensor determines has a legitimate need to know such disclosures that are reasonably necessary to made by Paragon or its Affiliates or licensees in connection with the Development, Manufacture, Commercialization or other exploitation of Multispecific Antibodies); or (c) under appropriate confidentiality provisions substantially equivalent to those in this Agreement (but of shorter duration if customary in the case of subclause (ii)): (i) in connection with the performance of its obligations or as reasonably necessary or useful in the exercise of its rights under this Agreement, terms including the right to grant licenses or sublicenses as permitted hereunder Government of China and the right to Develop, Manufacture, Commercialize and otherwise exploit Antibodies and products (including Multispecific Antibodies and Multispecific Products) to which it has rights hereunder, or (ii) to actual or bona fide potential licensees, acquirers, merger partners, assignees, collaborators, investment bankers, investors or lendersGovernment of the United Kingdom.

Authorized Disclosure. Notwithstanding the provisions any other provision of this Article VIAgreement, the Receiving each Party may disclose Confidential Information of the Disclosing Party, without violating its obligations under this Agreement, other Party to the extent and to the disclosure is: (a) required by a valid order of a court or other Governmental Authority of competent jurisdiction or Persons as otherwise required by Applicable Law, rulelegal process, regulation court order or the rules of the National Association of Securities Dealers or of a Regulatory Authority; provided, however, that the Party required or intending to disclose the other Party’s Confidential Information shall, to the extent permitted by such Applicable Law, process, order or rules, first have given prompt notice to such other Party to enable it to seek any available exemptions from or limitations on such disclosure requirement and shall reasonably cooperate in such efforts by the other Party. Notwithstanding anything to the contrary in Section 9.1, Corregidor may also disclose the Confidential Information of Alkermes to the extent required in its reasonable judgment to Develop, Manufacture and Commercialize Licensed Products pursuant to this Agreement, including to (including securities lawsi) prosecute patent applications directed to Licensed Products and as otherwise contemplated in this Agreement, (ii) make filings and submissions to, or correspond or communicate with, Regulatory Authorities, (iii) conduct discussions with actual or potential investors, Collaboration Partners, acquirers or Distributors, and (iv) secure, operate and maintain appropriate facilities and capabilities to support, and otherwise to conduct, the Development, Manufacture and Commercialization of Licensed Products pursuant to this Agreement. Notwithstanding the foregoing, in the event that Corregidor discovers in the Documentation any Confidential Information of Alkermes that it believes may comprise any Confidential Information of ▇▇▇ ▇▇▇▇▇ and Company, then Corregidor shall promptly provide such Confidential Information to Alkermes. If Alkermes confirms that such Confidential Information comprises Confidential Information of ▇▇▇ Lilly and Company, then Corregidor shall maintain such Confidential Information in confidence and not disclose it to any Third Party. In addition, notwithstanding the foregoing, in the event that Corregidor discovers any Confidential Information of Alkermes that it believes comprises detailed information relating to pharmaceutical product formulations or pharmaceutical product manufacturing processes that does not fall within the exceptions set forth in Sections 1.27 (a) through (d) (“Alkermes Proprietary Information”), government requirement, or as may be required and if Corregidor wishes to disclose such Confidential Information to a Third Party in connection with disclosures permitted pursuant to subsections (iii) and (iv) above, then Corregidor may disclose such Confidential Information pursuant to a written agreement with a Third Party that imposes an obligation of non-use for any filings made with, or by the disclosure policies of, a stock exchange (including, for clarity, any such disclosures required to be made by Paragon or its Affiliates or licensees in connection with purpose other than the Development, ManufactureManufacture or Commercialization of Licensed Products or for the conduct of Corregidor’s business, Commercialization or other exploitation and imposes obligations of Multispecific Antibodies)confidentiality and non-disclosure, provided that the Receiving Party shall give reasonable prior written notice to the Disclosing Party all for a period of such required disclosure and, at the least [***] request and expensefrom the date of disclosure (a “Proprietary Information CDA”). If Corregidor desires to confirm whether such Confidential Information of Alkermes constitutes Alkermes Proprietary Information, shall cooperate with Corregidor may provide such Confidential Information to Alkermes for review at least [***] prior to the Disclosing Party’s efforts to contest such requirement, date of its intended disclosure to obtain a protective order requiring such confirmation; provided, however, that the if Corregidor provides to Alkermes an amount of Confidential Information so disclosed for review that is greater in quantity than the amount of material that could reasonably be used reviewed during a [***] period, such period shall be extended accordingly. If during such [***] (or appropriately extended) period, Alkermes confirms that such Confidential Information comprises Alkermes Proprietary Information, then Alkermes will notify Corregidor of such confirmation prior to expiration of such [***] (or appropriately extended) period. Following the receipt of such confirmation, Corregidor may only for the purposes for which the order was issued or the law requireddisclose such Confidential Information pursuant to Proprietary Information CDA. If Alkermes does not confirm that such Confidential Information comprises Alkermes Proprietary Information during such time period, or then Corregidor shall be free to obtain other confidential treatment make such disclosure of such Confidential Information; (b) reasonably necessary Information to file or Prosecute patent applicationssuch Third Party without a Proprietary Information CDA. Certain portions of this Exhibit have been omitted pursuant to a confidential treatment request. Such omitted portions, Prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreementwhich are marked with brackets [ ] and an asterisk*, or obtain or maintain approval to conduct clinical trials or Regulatory Approvals, in each case, in accordance with this Agreement (including, for clarity, any such disclosures that are reasonably necessary to made by Paragon or its Affiliates or licensees in connection have been separately filed with the Development, Manufacture, Commercialization or other exploitation of Multispecific Antibodies); or (c) under appropriate confidentiality provisions substantially equivalent to those in this Agreement (but of shorter duration if customary in the case of subclause (ii)): (i) in connection with the performance of its obligations or as reasonably necessary or useful in the exercise of its rights under this Agreement, including the right to grant licenses or sublicenses as permitted hereunder and the right to Develop, Manufacture, Commercialize and otherwise exploit Antibodies and products (including Multispecific Antibodies and Multispecific Products) to which it has rights hereunder, or (ii) to actual or bona fide potential licensees, acquirers, merger partners, assignees, collaborators, investment bankers, investors or lendersCommission.

Authorized Disclosure. Notwithstanding the provisions of Except as expressly provided otherwise in this Article VIAgreement, the a Receiving Party or its Affiliates may use and disclose to Third Parties Confidential Information of the Disclosing Party, without violating its obligations under this Agreement, to the extent the disclosure is: (a) required by a valid order of a court or other Governmental Authority of competent jurisdiction or Party as otherwise required by Applicable Law, rule, regulation (including securities laws), government requirement, or as may be required in connection with any filings made with, or by the disclosure policies of, a stock exchange (including, for clarity, any such disclosures required to be made by Paragon or its Affiliates or licensees in connection with the Development, Manufacture, Commercialization or other exploitation of Multispecific Antibodies), provided that the Receiving Party shall give reasonable prior written notice to the Disclosing Party of such required disclosure and, at the [***] request and expense, shall cooperate with the Disclosing Party’s efforts to contest such requirement, to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the order was issued or the law required, or to obtain other confidential treatment of such Confidential Information; (b) reasonably necessary to file or Prosecute patent applications, Prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, or obtain or maintain approval to conduct clinical trials or Regulatory Approvals, in each case, in accordance with this Agreement (including, for clarity, any such disclosures that are reasonably necessary to made by Paragon or its Affiliates or licensees in connection with the Development, Manufacture, Commercialization or other exploitation of Multispecific Antibodies); or (c) under appropriate confidentiality provisions substantially equivalent to those in this Agreement (but of shorter duration if customary in the case of subclause (ii)): follows: (i) solely in connection with the performance of its obligations or as reasonably necessary or useful in the exercise of its rights granted or reserved in this Agreement under confidentiality provisions no less restrictive than those in this Agreement, including the right provided, that Confidential Information may be disclosed by a Receiving Party to grant licenses a governmental entity or sublicenses as permitted hereunder and the right agency without requiring such entity or agency to Develop, Manufacture, Commercialize and otherwise exploit Antibodies and products (including Multispecific Antibodies and Multispecific Products) to which it has rights hereunder, or enter into a confidentiality agreement; (ii) to the extent reasonably necessary to file or prosecute patent, copyright and trademark applications (subject to Section 12.4 below), complying with applicable governmental regulations, obtaining Regulatory Approvals, conducting pre-clinical Studies or clinical Studies, marketing a Product, or as otherwise required by applicable law, regulation, rule or legal process (including the rules of the SEC and any stock exchange); provided, however, that if a Receiving Party or any of its Affiliates is required by law or regulation to make any such disclosure of a Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosures, give reasonable advance notice to the Disclosing Party of such disclosure requirement and will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; (iii) in communication with actual or bona fide potential licenseeslenders, acquirersinvestors, merger partners, assigneesacquirers, collaboratorsSublicensees, investment bankersconsultants, investors or lendersprofessional advisors on a need-to-know basis, in each case under confidentiality provisions no less restrictive than those of this Agreement (but of shorter duration if customary); (iv) to the extent such disclosure is required to comply with existing expressly stated contractual obligations owed to such Party’s or its Affiliates’ licensor with respect to any intellectual property licensed to the other Party under this Agreement; (v) subject to the terms of any protective order the Disclosing Party is using to protect its own Confidential Information, to prosecute or defend litigation as permitted by this Agreement, or (vi) as mutually agreed to in writing by the Parties.

Authorized Disclosure. Notwithstanding the provisions of Except as expressly provided otherwise in this Article VIAgreement, the a Receiving Party or its Affiliates may use and disclose to Third Parties Confidential Information of the Disclosing PartyParty as follows: (i) with respect to any such disclosure of Confidential Information, without violating its obligations under confidentiality provisions no less restrictive than those in this Agreement, to the extent the disclosure is: (a) required by a valid order of a court or other Governmental Authority of competent jurisdiction or as otherwise required by Applicable Law, rule, regulation (including securities laws), government requirement, or as may be required in connection with any filings made with, or by the disclosure policies of, a stock exchange (including, for clarity, any such disclosures required to be made by Paragon or its Affiliates or licensees in connection with the Development, Manufacture, Commercialization or other exploitation of Multispecific Antibodies), provided that the Receiving Party shall give reasonable prior written notice to the Disclosing Party of such required disclosure and, at the [***] request and expense, shall cooperate with the Disclosing Party’s efforts to contest such requirement, to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the order was issued or the law required, or to obtain other confidential treatment of such Confidential Information; (b) reasonably necessary to file or Prosecute patent applications, Prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, or obtain or maintain approval to conduct clinical trials or Regulatory Approvals, in each case, in accordance with this Agreement (including, for clarity, any such disclosures that are reasonably necessary to made by Paragon or its Affiliates or licensees in connection with the Development, Manufacture, Commercialization or other exploitation of Multispecific Antibodies); or (c) under appropriate confidentiality provisions substantially equivalent to those in this Agreement (but of shorter duration if customary in the case of subclause (ii)): (i) solely in connection with the performance of its obligations or as reasonably necessary or useful in the exercise of its rights under granted or reserved in this AgreementAgreement (including, including without limitation, the right rights to Develop and Commercialize Compounds, Licensed Products, and/or Discontinued Products, and to grant licenses and sublicenses hereunder), provided, that Confidential Information may be disclosed by a Receiving Party to a governmental entity or sublicenses as permitted hereunder agency without requiring such entity or agency to enter into a confidentiality agreement with such Receiving Party if such Receiving Party has used reasonable efforts to impose such requirement without success and disclosure to such governmental entity or agency is necessary for the right to Develop, Manufacture, Commercialize and otherwise exploit Antibodies and products (including Multispecific Antibodies and Multispecific Products) to which it has rights performance of the Receiving Party’s obligations hereunder, or ; (ii) to the extent such disclosure is reasonably necessary in filing or prosecuting patent, copyright and trademark applications (subject to Section 11.6 below), complying with applicable governmental regulations, obtaining Approvals, conducting Pre-Clinical Studies or Clinical Studies, marketing Licensed Products, or as otherwise required by applicable law, regulation, rule or legal process (including the rules of the SEC and any stock exchange); provided, however, that if a Receiving Party or any of its Affiliates is required by law or regulation to make any such disclosure of a Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosures, for example, but without limitation, in the event of a medical emergency, give reasonable advance notice to the Disclosing Party of such disclosure requirement and will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; (iii) in communication with actual or bona fide potential licenseeslenders, acquirersinvestors, merger partners, assigneesacquirers, collaboratorsconsultants, investment bankersor professional advisors on a need-to-know basis, investors in each case under confidentiality provisions no less restrictive than those of this Agreement; (iv) to the extent and only to the extent that such disclosure is required to comply with existing expressly stated contractual obligations owed to such Party’s or lendersits Affiliates’ licensor with respect to any intellectual property licensed to the other Party under this Agreement; or (v) to the extent mutually agreed to in writing by the Parties.

Authorized Disclosure. Notwithstanding Except as expressly provided otherwise in the provisions of this Article VITransaction Agreements, the Receiving each Party may use and disclose Confidential Information of the Disclosing Party, without violating its obligations under this Agreement, to the extent the disclosure isother Parties as follows: (a) required by a valid order of a court or other Governmental Authority of competent jurisdiction or as otherwise required by Applicable Law, rule, regulation (including securities laws), government requirement, or as may be required in connection with any filings made with, or by the disclosure policies of, a stock exchange (including, for clarity, any such disclosures required to be made by Paragon or its Affiliates or licensees in connection with the Development, Manufacture, Commercialization or other exploitation of Multispecific Antibodies), provided that the Receiving Party shall give reasonable prior written notice to the Disclosing Party of such required disclosure and, at the [***] request and expense, shall cooperate with the Disclosing Party’s efforts to contest such requirement, to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the order was issued or the law required, or to obtain other confidential treatment of such Confidential Information; (b) reasonably necessary to file or Prosecute patent applications, Prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, or obtain or maintain approval to conduct clinical trials or Regulatory Approvals, in each case, in accordance with this Agreement (including, for clarity, any such disclosures that are reasonably necessary to made by Paragon or its Affiliates or licensees in connection with the Development, Manufacture, Commercialization or other exploitation of Multispecific Antibodies); or (ci) under appropriate confidentiality provisions substantially equivalent to those in this Agreement Agreement: (but of shorter duration if customary in the case of subclause (ii)): (iA) in connection with the performance of its obligations or as reasonably necessary or useful in the exercise of its rights under this Agreementthe Transaction Agreements, including the right to grant licenses or sublicenses as permitted hereunder and the right to Develop, Manufacture, Commercialize and otherwise exploit Antibodies and products (including Multispecific Antibodies and Multispecific ProductsB) to which it has rights hereunder, the extent such disclosure is reasonably necessary or useful in conducting activities under the Joint Venture; (ii) to the extent such disclosure is reasonably necessary in prosecuting or maintaining any patent or other Intellectual Property in accordance with the Transaction Agreements, (prosecuting or defending litigation related to the Transaction Agreements, complying with applicable governmental regulations with respect to performance under the Transaction Agreements (including to comply with the applicable rules of any public stock exchange upon which the stock of such Party or its Affiliate is listed), making any regulatory filings, otherwise obtaining marketing approvals or fulfilling post-marketing approval obligations for products that are the subject a Transaction Agreement, or otherwise required by applicable Legal Requirements; provided, however, that if a Party is required by applicable Legal Requirements or court order to make any such disclosure of another Party’s Confidential Information such Party will give reasonable advance notice to such other Party of such disclosure requirement and, in each of the foregoing, (but not to the extent inappropriate in the case of prosecution and maintenance of patents), will use its reasonable efforts to seek confidential treatment of such Confidential Information required to be disclosed; (iii) in communication with advisors (including financial advisors, lawyers and accountants) or actual or bona fide potential licensees, investors or acquirers, merger partnersor actual or bona fide potential licensees or sublicensees related to products that are the subject of the Transaction Agreements, assigneesor approved or permitted contractors, collaboratorsservice providers, investment bankersvendors and the like used (or to be used) in connection with activities under any Transaction Agreement, investors each on a need to know basis, and in each case under standard confidentiality obligations (subject to the allowances for term of confidentiality provided in subsection (i) above), or lenders(iv) to the extent mutually agreed to by the Parties. In addition to the foregoing, with respect to complying with the disclosure requirements of the SEC or similar regulatory bodies or the rules of an applicable public stock exchange, in connection with any required disclosure of material information related to this Agreement, the Parties shall consult with one another concerning the information to be disclosed where practicable.

Authorized Disclosure. Notwithstanding the provisions of this Article VI, the Receiving Party may disclose Confidential Information of the Disclosing PartyInformation, without violating its obligations under this Agreement, to the extent the disclosure is: (a) required by a valid order of a court or other Governmental Authority governmental body of competent jurisdiction or as otherwise required by Applicable Law, rule, regulation (including securities lawslaws and regulations), government requirement, or as may be required in connection with any filings made with, or by the disclosure policies of, a stock exchange (includingexchange, for clarityprovided, any such disclosures required to be made by Paragon or its Affiliates or licensees in connection with the Development, Manufacture, Commercialization or other exploitation of Multispecific Antibodies), provided that the Receiving Party shall give reasonable prior written notice to the Disclosing Party of such required disclosure and, at the [***] request and expense, shall cooperate with the Disclosing Party’s efforts to contest such requirement, to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the order was issued or the law law, rule or regulation required, or to obtain other confidential treatment of such Confidential Information;; or (b) reasonably necessary to file or Prosecute prosecute patent applications, Prosecute prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, or obtain or maintain approval to conduct clinical trials or Regulatory Approvals, in each case, in accordance with this Agreement (including, for clarity, any such disclosures that are reasonably necessary to made by Paragon or its Affiliates or licensees in connection with the Development, Manufacture, Commercialization or other exploitation of Multispecific Antibodies)Agreement; or (c) under appropriate confidentiality provisions substantially equivalent to those in this Agreement (but of shorter duration if customary in the case of subclause (ii)): (i) in connection with the performance of its obligations or as reasonably necessary or useful in the exercise of its rights under this Agreement, including the right to grant licenses or sublicenses as permitted hereunder and the right to Develop, Manufacture, Commercialize and otherwise exploit Antibodies and products (including Multispecific Antibodies and Multispecific Products) to which it has rights hereunder, or (ii) to actual or bona fide potential licensees, acquirers, merger partners, assignees, collaborators, investment bankers, investors or lenders.

Authorized Disclosure. Notwithstanding the provisions of this Article VI, the Receiving Party may disclose Confidential Information of the Disclosing PartyInformation, without violating its obligations under this Agreement, to the extent the disclosure is: (a) required by a valid order of a court or other Governmental Authority governmental body of competent jurisdiction or as otherwise required by Applicable Law, rule, regulation (including securities lawslaws and regulations), government requirement, or as may be required in connection with any filings made with, or by the disclosure policies of, a stock exchange (includingexchange, for clarityprovided, any such disclosures required to be made by Paragon or its Affiliates or licensees in connection with the Development, Manufacture, Commercialization or other exploitation of Multispecific Antibodies), provided that the Receiving Party shall give reasonable prior written notice to the Disclosing Party of such required disclosure and, at the [***] request and expense, shall cooperate with the Disclosing Party’s efforts to contest such requirement, to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the order was issued or the law law, rule or regulation required, or to obtain other confidential treatment of such Confidential Information;; or (b) reasonably necessary to file or Prosecute prosecute patent applications, Prosecute prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, or obtain or maintain approval to conduct clinical trials or Regulatory Approvals, in each case, in accordance with this Agreement (including, for clarity, any such disclosures that are reasonably necessary to made by Paragon or its Affiliates or licensees in connection with the Development, Manufacture, Commercialization or other exploitation of Multispecific Antibodies)Agreement; or (c) under appropriate confidentiality provisions substantially equivalent to those in this Agreement (but of shorter duration if customary in the case of subclause (ii)): (i) in connection with the performance of its obligations or as reasonably necessary or useful in the exercise of its rights under this Agreement, including the right to grant licenses or sublicenses as permitted hereunder and the right to Develop, Manufacture, Commercialize and otherwise exploit Antibodies and products (including Multispecific Antibodies and Multispecific Products) to which it has rights hereunder, or (ii) to actual or bona fide potential licensees, acquirers, merger partners, assignees, collaborators, investment bankers, investors or lenders.

Authorized Disclosure. Notwithstanding the provisions of Except as expressly provided otherwise in this Article VIAgreement (including Section 9.3), the Receiving each Party may use and disclose Confidential Information of the Disclosing Party, without violating its obligations under this Agreement, to the extent the disclosure isother Party solely as follows: (a) required by a valid order of a court or other Governmental Authority of competent jurisdiction or as otherwise required by Applicable Law, rule, regulation (including securities laws), government requirement, or as may be required in connection with any filings made with, or by the disclosure policies of, a stock exchange (including, for clarity, any such disclosures required to be made by Paragon or its Affiliates or licensees in connection with the Development, Manufacture, Commercialization or other exploitation of Multispecific Antibodies), provided that the Receiving Party shall give reasonable prior written notice to the Disclosing Party of such required disclosure and, at the [***] request and expense, shall cooperate with the Disclosing Party’s efforts to contest such requirement, to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the order was issued or the law required, or to obtain other confidential treatment of such Confidential Information; (b) reasonably necessary to file or Prosecute patent applications, Prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, or obtain or maintain approval to conduct clinical trials or Regulatory Approvals, in each case, in accordance with this Agreement (including, for clarity, any such disclosures that are reasonably necessary to made by Paragon or its Affiliates or licensees in connection with the Development, Manufacture, Commercialization or other exploitation of Multispecific Antibodies); or (c) under appropriate confidentiality provisions substantially equivalent to those in this Agreement (but of shorter duration if customary in the case of subclause (ii)): (i) in connection with the performance of its obligations or as reasonably necessary or useful in conducting the exercise activities contemplated, or exercising rights (including Exploitation of its rights the licenses granted under Article 5) or performing obligations, under this Agreement; (b) to the extent such disclosure is to a Governmental Authority, including as reasonably necessary in filing or prosecuting patent, copyright and trademark applications in accordance with this Agreement, prosecuting or defending litigation in accordance with this Agreement, complying with applicable governmental regulations with respect to performance under this Agreement (including, any disclosure made by each Party in connection with any applicable tax and/or regulatory filing). or as otherwise required by applicable Law; provided, that if a Party is required by applicable Law to make any such disclosure of the right other Party’s Confidential Information it will, except where impracticable for necessary disclosures (for example, in the event of medical emergency), give reasonable advance notice to grant licenses or sublicenses as permitted hereunder and the right other Party of such disclosure requirement and, in the case of each of the foregoing exceptions pursuant to Developthis subsection (b), Manufacture, Commercialize and otherwise exploit Antibodies and products will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; (c) to advisors (including Multispecific Antibodies lawyers and Multispecific Productsaccountants) and potential financial investors and their advisors (excluding investors (and advisors thereto) that are pharmaceutical companies, biotech companies and other companies in the business of developing and/or commercializing pharmaceutical products hereinafter referred to as “Pharmaceutical Companies”) in a Party or its Affiliates, in each case on a need to know basis in support of the purposes of this Agreement and/or for the purpose of evaluating a potential investment in the disclosing Party or its Affiliates, in each case under appropriate confidentiality provisions or professional standards of confidentiality substantially equivalent to those of this Agreement. In the case of Pharmaceutical Companies as a potential investor (and their advisors) in a Party or its Affiliates the only Confidential Information that may be disclosed under this Agreement are the provisions of this Agreement but only under appropriate confidentiality provisions that are substantially equivalent to those of this Agreement; and (d) to which it has rights hereunder, or (ii) the extent mutually agreed to actual or bona fide potential licensees, acquirers, merger partners, assignees, collaborators, investment bankers, investors or lendersby the Parties.

Authorized Disclosure. Notwithstanding the provisions of Except as expressly provided otherwise in this Article VIAgreement, the Receiving each Party may use and disclose Confidential Information of the Disclosing Party, without violating its obligations under this Agreement, to the extent the disclosure is: other Party solely as follows: (a) required by a valid order of a court or other Governmental Authority of competent jurisdiction or as otherwise required by Applicable Law, rule, regulation (including securities laws), government requirement, or as may be required in connection with any filings made with, or by the disclosure policies of, a stock exchange (including, for clarity, any such disclosures required to be made by Paragon or its Affiliates or licensees in connection with the Development, Manufacture, Commercialization or other exploitation of Multispecific Antibodies), provided that the Receiving Party shall give reasonable prior written notice to the Disclosing Party of such required disclosure and, at the [***] request and expense, shall cooperate with the Disclosing Party’s efforts to contest such requirement, to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the order was issued or the law required, or to obtain other confidential treatment of such Confidential Information; (b) reasonably necessary to file or Prosecute patent applications, Prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, or obtain or maintain approval to conduct clinical trials or Regulatory Approvals, in each case, in accordance with this Agreement (including, for clarity, any such disclosures that are reasonably necessary to made by Paragon or its Affiliates or licensees in connection with the Development, Manufacture, Commercialization or other exploitation of Multispecific Antibodies); or (c) under appropriate confidentiality provisions substantially equivalent to those in this Agreement (but of shorter duration duration, if customary in the case of subclause (ii)customary): (i) in connection with the performance of its obligations or as reasonably necessary or useful in the exercise of its rights under this Agreement, including the right to grant licenses or sublicenses as permitted hereunder and the right to Develop, Manufacture, Commercialize and otherwise exploit Antibodies and products (including Multispecific Antibodies and Multispecific Products) to which it has rights hereunder, or (ii) to the extent such disclosure is reasonably necessary or useful in conducting Clinical Trials under this Agreement; or (iii) to actual or bona fide potential licensees(sub)licensees, acquirers, merger partners, acquirers or assignees, collaborators, investment bankers, investors or lenders, or; (b) to the extent such disclosure is to a governmental authority as reasonably necessary in filing or prosecuting Patent, copyright and trademark applications in accordance with this Agreement, prosecuting or defending litigation related to this Agreement, complying with applicable governmental regulations with respect to performance under this Agreement, obtaining Regulatory Approval or fulfilling post-approval regulatory obligations for the Licensed Compounds or Licensed Products, or otherwise required by applicable law; provided, however, that if a Party is required by applicable law or the rules of any securities exchange or automated quotation system to make any such disclosure of the other Party’s Confidential Information it will, except where impracticable for necessary disclosures (for example, in the event of medical emergency), give reasonable advance notice to the other Party of such disclosure requirement and, in each of the foregoing, will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed and will only disclosed that Confidential Information that is required to be disclosed; (c) to advisors (including lawyers and accountants) on a need to know basis, in each case under appropriate confidentiality provisions or professional standards of confidentiality substantially equivalent to those of this Agreement, or (d) to the extent mutually agreed to by the Parties in writing. For clarity, neither Party shall be permitted to release a press release announcing the execution of this Agreement without the consent of the other Party. Each Party acknowledges and agrees that the other Party may submit this Agreement to the U.S. Securities and Exchange Commission or China Securities Regulatory Commission and if a Party does submit this Agreement to either agency, such Party agrees to consult with the other Party with respect to the preparation and submission of, a confidential treatment request for this Agreement. If a Party is required by applicable law to make a disclosure of the terms of this Agreement in a filing with or other submission to such agency, and (A) such Party has provided copies of the disclosure to the other Party as far in advance of such filing or other disclosure as is reasonably practicable under the circumstances, (B) such Party has promptly notified the other Party in writing of such requirement and any respective timing constraints, and (C) such Party has given the other Party a reasonable time under the circumstances from the date of notice by such Party of the required disclosure to comment upon, request confidential treatment or approve such disclosure, then such Party will have the right to make such public disclosure at the time and in the manner reasonably determined by its counsel to be required by applicable law. Notwithstanding anything to the contrary herein, it is hereby understood and agreed that if a Party seeking to make a disclosure to the U.S. Securities and Exchange Commission or China Securities Regulatory Commission as set forth in this Section 10.2, and the other Party provides comments within the respective time periods or constraints specified herein or within the respective notice, the Party seeking to make such disclosure or its counsel, as the case may be, will in good faith (1) consider incorporating such comments and (2) use reasonable efforts to incorporate such comments, limit disclosure or obtain confidential treatment to the extent reasonably requested by the other Party. Each Party will have the right to issue additional press releases or to make public disclosures with the prior written agreement of the other Party.

Authorized Disclosure. Notwithstanding the provisions of Except as expressly provided otherwise in this Article VIAgreement, the Receiving each Party may disclose Confidential Information of the Disclosing Party, without violating its obligations under this Agreement, to the extent the disclosure is: other Party solely as follows: (a) required by a valid order of a court or other Governmental Authority of competent jurisdiction or as otherwise required by Applicable Law, rule, regulation (including securities laws), government requirement, or as may be required in connection with any filings made with, or by the disclosure policies of, a stock exchange (including, for clarity, any such disclosures required to be made by Paragon or its Affiliates or licensees in connection with the Development, Manufacture, Commercialization or other exploitation of Multispecific Antibodies), provided that the Receiving Party shall give reasonable prior written notice to the Disclosing Party of such required disclosure and, at the [***] request and expense, shall cooperate with the Disclosing Party’s efforts to contest such requirement, to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the order was issued or the law required, or to obtain other confidential treatment of such Confidential Information; (b) reasonably necessary to file or Prosecute patent applications, Prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, or obtain or maintain approval to conduct clinical trials or Regulatory Approvals, in each case, in accordance with this Agreement (including, for clarity, any such disclosures that are reasonably necessary to made by Paragon or its Affiliates or licensees in connection with the Development, Manufacture, Commercialization or other exploitation of Multispecific Antibodies); or (ci) under appropriate confidentiality provisions substantially equivalent to those in this Agreement (but of shorter duration if customary in to the case of subclause (ii)): (i) in connection with the performance of its obligations or as extent such disclosure is reasonably necessary or useful in performing its obligations under this Agreement or in conducting Development, Manufacturing, regulatory activities or Commercialization of Product in the exercise of its Field under this Agreement; (ii) as reasonably necessary in filing or prosecuting patent, copyright and trademark applications in accordance with such Party’s rights under this Agreement, including prosecuting or defending litigation in accordance with this Agreement, complying with applicable governmental regulations with respect to performance under this Agreement, filing Regulatory Filings, obtaining Regulatory Approval or fulfilling post-approval regulatory obligations for the right Product in accordance with this Agreement, or otherwise required by Applicable Law; provided, however, that if a Party is required by Applicable Law or the rules of any securities exchange or automated quotation system to grant licenses make any such disclosure of the other Party’s Confidential Information it shall, except where impracticable for necessary disclosures (for example, in the event of medical emergency) or sublicenses as permitted hereunder and not permitted, give reasonable advance notice to the right other Party of such disclosure requirement and, in the case of each of the foregoing shall use its reasonable efforts to Develop, Manufacture, Commercialize and otherwise exploit Antibodies and products secure confidential treatment of such Confidential Information required to be disclosed; (iii) to advisors (including Multispecific Antibodies lawyers and Multispecific Productsaccountants) on a need to know basis, in each case under appropriate confidentiality provisions or professional standards of confidentiality substantially equivalent to those of this Agreement; (iv) to which it has rights hereunderits consultants, or (ii) to agents, actual or and bona fide potential investors, lenders or other financing sources, acquirors, licensees, acquirersand Sublicensees (in each case, merger partnersother than an Excluded Party unless the other Party consents thereto in writing) for the purpose of evaluating or carrying out an actual or potential investment, assigneesloan, collaboratorsfinancing, investment bankersacquisition, investors license, or lenderscollaboration, in each case to the extent reasonably necessary for the purpose and provided that such disclosure is covered by terms of confidentiality and non-use that are materially consistent with those set forth herein (but this clause (iv) shall not apply to Compound Manufacturing Data or Product Manufacturing Data, or Compound-Specific Data or Oral Delivery Data except for Permitted Confidential Disclosures); or (v) to the extent mutually agreed to by the Parties.

Authorized Disclosure. Notwithstanding the provisions of this Article VIobligations set forth in Section 12.1, the Receiving a Party may disclose the other Party’s Confidential Information and the terms of the Disclosing Party, without violating its obligations under this Agreement, Agreement to the extent the disclosure isextent: (a) required by a valid order such disclosure is reasonably necessary (i) for the filing or prosecuting of a court or other Governmental Authority of competent jurisdiction or Patent rights as otherwise required by Applicable Law, rule, regulation contemplated herein; (including securities laws), government requirement, or as may be required in connection with any filings made with, or by the disclosure policies of, a stock exchange (including, for clarity, any such disclosures required ii) to be made by Paragon or its Affiliates or licensees in connection comply with the Development, Manufacture, Commercialization requirements of Regulatory Authorities with respect to obtaining and maintaining Regulatory Approval of Licensed Product; or other exploitation of Multispecific Antibodies), provided that the Receiving Party shall give reasonable prior written notice to the Disclosing Party of such required disclosure and, at the [***] request and expense, shall cooperate with the Disclosing Party’s efforts to contest such requirement, to obtain a protective order requiring that the Confidential Information so disclosed be used only (iii) for the purposes for which the order was issued prosecuting or the law required, or to obtain other confidential treatment of such Confidential Informationdefending litigation as contemplated herein; (b) such disclosure is reasonably necessary to file its or Prosecute patent applicationsits Affiliate’s employees, Prosecute agents, consultants, contractors, licensees or defend litigation sublicensees on a need-to-know basis for the sole purpose of performing its obligations or otherwise establish exercising its rights or enforce obligations under this Agreement, or obtain or maintain approval to conduct clinical trials or Regulatory Approvals, hereunder; provided that in each case, the disclosees are bound by written obligations of confidentiality consistent with those contained in accordance with this Agreement Agreement; (including, for clarity, any c) such disclosures that are disclosure is reasonably necessary to made by Paragon any bona fide potential or its Affiliates actual investor, acquiror, merger partner, or licensees other financial or commercial partner for the sole purpose of evaluating or carrying out an actual or potential investment, acquisition or other business relationship; provided that in connection with such disclosure, such Party shall inform each disclosee of the Development, Manufacture, Commercialization or other exploitation confidential nature of Multispecific Antibodies)such Confidential Information and require each disclosee to treat such Confidential Information as confidential; or (cd) under appropriate confidentiality provisions substantially equivalent such disclosure is reasonably necessary to those in this Agreement comply with Applicable Laws, including regulations or rules promulgated by applicable securities commissions (but of shorter duration if customary or other securities regulatory authorities), security exchanges, court order, administrative subpoena or order. Notwithstanding the foregoing, in the case event a Party is required to make a disclosure of subclause (iithe other Party’s Confidential Information pursuant to Section 12.2(a) or 12.2(d)): (i) in connection with , such Party shall promptly notify the performance other Party of its obligations such required disclosure, to the extent that it is legally authorized or as reasonably necessary or useful in the exercise of its rights under this Agreementpermitted to so, including the right and shall use reasonable efforts to grant licenses or sublicenses as permitted hereunder and the right to Develop, Manufacture, Commercialize and otherwise exploit Antibodies and products (including Multispecific Antibodies and Multispecific Products) to which it has rights hereunderobtain, or (ii) to actual assist the other Party in obtaining, a protective order preventing or bona fide potential licensees, acquirers, merger partners, assignees, collaborators, investment bankers, investors or lenderslimiting the required disclosure.

Authorized Disclosure. Notwithstanding the provisions of Except as expressly provided otherwise in this Article VIAgreement, the a Receiving Party or its Affiliates may use and disclose to Third Parties Confidential Information of the Disclosing Party, without violating its obligations under this Agreement, to the extent the disclosure is: (a) required by a valid order of a court or other Governmental Authority of competent jurisdiction or Party as otherwise required by Applicable Law, rule, regulation (including securities laws), government requirement, or as may be required in connection with any filings made with, or by the disclosure policies of, a stock exchange (including, for clarity, any such disclosures required to be made by Paragon or its Affiliates or licensees in connection with the Development, Manufacture, Commercialization or other exploitation of Multispecific Antibodies), provided that the Receiving Party shall give reasonable prior written notice to the Disclosing Party of such required disclosure and, at the [***] request and expense, shall cooperate with the Disclosing Party’s efforts to contest such requirement, to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the order was issued or the law required, or to obtain other confidential treatment of such Confidential Information; (b) reasonably necessary to file or Prosecute patent applications, Prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, or obtain or maintain approval to conduct clinical trials or Regulatory Approvals, in each case, in accordance with this Agreement (including, for clarity, any such disclosures that are reasonably necessary to made by Paragon or its Affiliates or licensees in connection with the Development, Manufacture, Commercialization or other exploitation of Multispecific Antibodies); or (c) under appropriate confidentiality provisions substantially equivalent to those in this Agreement (but of shorter duration if customary in the case of subclause (ii)): follows: (i) solely in connection with the performance of its obligations or as reasonably necessary or useful in the exercise of its rights granted or reserved in this Agreement under confidentiality provisions no less restrictive than those in this Agreement, including the right provided, that Confidential Information may be disclosed by a Receiving Party to grant licenses a governmental entity or sublicenses as permitted hereunder and the right agency without requiring such entity or agency to Develop, Manufacture, Commercialize and otherwise exploit Antibodies and products (including Multispecific Antibodies and Multispecific Products) to which it has rights hereunder, or enter into a confidentiality agreement; (ii) to the extent reasonably necessary to file or prosecute patent, copyright and trademark applications (subject to Section 11.3 below), complying with applicable governmental regulations, obtaining Approvals, conducting Preclinical Studies or Clinical Studies, marketing the Products, or as otherwise required by Applicable Law, regulation, rule or legal process (including the rules of the SEC and any stock exchange); provided, however, that if a Receiving Party or any of its Affiliates is required by law or regulation to make any such disclosure of a Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosures, give reasonable advance notice to the Disclosing Party of such disclosure requirement and will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; (iii) in communication with actual or bona fide potential licenseeslenders, acquirersinvestors, merger partners, assigneesacquirers, collaboratorsconsultants, investment bankersor professional advisors on a need-to-know basis, investors in each case under confidentiality provisions no less restrictive than those of this Agreement; (iv) to the extent such disclosure is required to comply with existing expressly stated contractual obligations owed to such Party’s or lendersits Affiliates’ licensor with respect to any intellectual property licensed to the other Party under this Agreement; or (v) as mutually agreed to in writing by the Parties.

Authorized Disclosure. Notwithstanding the provisions of Except as expressly provided otherwise in this Article VIAgreement, the a Receiving Party may use and disclose Confidential Information of the Disclosing Party, without violating its obligations under this Agreement, to the extent the disclosure is: Party as follows: (a) required by a valid order of a court or other Governmental Authority of competent jurisdiction or as otherwise required by Applicable Law, rule, regulation (including securities laws), government requirement, or as may be required in connection with any filings made with, or by the disclosure policies of, a stock exchange (including, for clarity, any such disclosures required to be made by Paragon or its Affiliates or licensees in connection with the Development, Manufacture, Commercialization or other exploitation of Multispecific Antibodies), provided that the Receiving Party shall give reasonable prior written notice to the Disclosing Party of such required disclosure and, at the [***] request and expense, shall cooperate with the Disclosing Party’s efforts to contest such requirement, to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the order was issued or the law required, or to obtain other confidential treatment of such Confidential Information; (b) reasonably necessary to file or Prosecute patent applications, Prosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, or obtain or maintain approval to conduct clinical trials or Regulatory Approvals, in each case, in accordance with this Agreement (including, for clarity, any such disclosures that are reasonably necessary to made by Paragon or its Affiliates or licensees in connection with the Development, Manufacture, Commercialization or other exploitation of Multispecific Antibodies); or (c) under appropriate confidentiality provisions substantially equivalent to those in this Agreement (but of shorter duration if customary in the case of subclause (ii)): (i) in connection with the performance of its obligations or as exercise of rights granted or reserved in this Agreement (including the rights to Develop and Commercialize the Covered Products); (b) to the extent such disclosure is reasonably necessary in filing or useful prosecuting patent, copyright, and trademark applications, prosecuting or defending litigation, complying with applicable governmental regulations, obtaining regulatory approval, conducting Clinical Trials, marketing Covered Products, or otherwise required by Law; (c) in connection with the appraisal of Regado IP for the purpose of contributing such IP into the charter capital of NovaMedica or (d) to the extent mutually agreed to in writing by the Parties; provided, however, that if a Receiving Party is required in litigation or by Law or regulation to make any such disclosure of a Disclosing Party’s Confidential Information it shall give reasonable advance notice to the Disclosing Party of such disclosure requirement and, except to the extent inappropriate in the exercise case of patent applications, shall use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed. In addition, a Receiving Party may disclose Confidential Information of the Disclosing Party to any of its rights under this Agreement, including the right to grant licenses or sublicenses as permitted hereunder Affiliates and the right to Develop, Manufacture, Commercialize and otherwise exploit Antibodies and products (including Multispecific Antibodies and Multispecific Products) to which it has rights hereunderPermitted Transferees, or (ii) in connection with due diligence investigations by or on behalf of a Third Party in connection with a potential license, collaboration, investment, merger, or acquisition with or by such Third Party, and, in the case of Regado, to actual Third Parties in connection with due diligence investigations by or bona fide on behalf of a Third Party in connection with a potential licenseeslicense, acquirers, merger partners, assignees, collaboratorscollaboration, investment bankersor other financing, investors merger, or lendersacquisition with or by such Third Party; provided, however, in each of the foregoing cases, that such Third Party reasonably needs to have access to such Confidential Information agrees to be bound by reasonable terms of confidentiality and non-use at least as stringent as those set forth in this Article 7, to limit such disclosure to only personnel having a need to know such information, and to return or certify to the Receiving Party as to the destruction of such Confidential Information promptly after completing the due diligence investigation, negotiation, or transaction, as the case may be.