Common use of Exceptions Clause in Contracts

Exceptions. The Parties’ respective obligations under Section 15.1 will not apply to any such information: (a) that is, as of the time of its disclosure or thereafter becomes, part of the public domain through a source other than the receiving Party; (b) that was known to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereof.

Exceptions. The Parties’ respective obligations under Section 15.1 Notwithstanding the foregoing, a Stockholder will not apply be required to comply with Section 3.2 above in connection with any such information: proposed Sale of the Company (the “Proposed Sale”) unless: (a) any representations and warranties to be made by such Stockholder in connection with the Proposed Sale are limited to representations and warranties related to authority, ownership and the ability to convey title to such Shares, including but not limited to representations and warranties that is(i) the Stockholder holds all right, as title and interest in and to the Shares such Stockholder purports to hold, free and clear of all liens and encumbrances, (ii) the obligations of the time Stockholder in connection with the transaction have been duly authorized, if applicable, (iii) the documents to be entered into by the Stockholder have been duly executed by the Stockholder and delivered to the acquirer and are enforceable against the Stockholder in accordance with their respective terms and (iv) neither the execution and delivery of its disclosure or thereafter becomesdocuments to be entered into in connection with the transaction, part nor the performance of the public domain through Stockholder’s obligations thereunder, will cause a source breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency; (b) such Stockholder shall have no obligation to execute or otherwise agree to any restrictive covenant in connection with the Proposed Sale (including without limitation any covenant not to compete or covenant not to solicit customers, employees or suppliers of any party to the Proposed Sale) or any release of claims other than a release in customary form of claims arising solely in such Stockholder’s capacity as a stockholder of the Company; provided that, the foregoing shall not limit any requirement contained in a definitive agreement with respect to such Proposed Sale that certain employees or officers of the Company be bound by a non-compete or similar restrictive covenant or a release of claims pursuant to the definitive agreements in connection with such Proposed Sale; (c) such Stockholder and its Affiliates are not required to amend, extend or terminate any contractual or other relationship with the Company, the acquirer or their respective Affiliates, except that the Stockholder may be required to agree to terminate the investment-related documents between or among such Stockholder, the Company and/or other stockholders of the Company; (d) the Stockholder shall not be liable for the inaccuracy of any representation or warranty made by any other Person in connection with the Proposed Sale, other than the receiving Party; Company (b) that was known except to the receiving Party as extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the time Company as well as breach by any stockholder of its disclosure any of identical representations, warranties and was not otherwise subject to confidentiality obligations; (c) that is independently developed covenants provided by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or all stockholders); (e) that is required to be disclosed pursuant to applicable lawthe liability for indemnification, ruleif any, regulation, requirement of such Stockholder in the Proposed Sale and for the inaccuracy of any law enforcement agencyrepresentations and warranties made by the Company in connection with such Proposed Sale, court order or is several and not joint with any other legal process or at Person (except to the request extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders), and is pro rata in proportion to the amount of consideration paid to such Stockholder in connection with such Proposed Sale (in accordance with the provisions of the Restated Certificate); (f) liability shall be limited to such Stockholder’s applicable share (determined based on the respective proceeds payable to each Stockholder in connection with such Proposed Sale in accordance with the provisions of the Restated Certificate) of a regulatory authority. The Parties acknowledge negotiated aggregate indemnification amount that applies equally to all Stockholders but that in no event exceeds the existence and terms amount of this Agreement are required consideration otherwise payable to such Stockholder in connection with such Proposed Sale, except with respect to claims related to fraud by such Stockholder, the liability for which need not be publicly disclosed by limited as to such Stockholder; (g) upon the Funds pursuant to applicable law. Without limiting the generality consummation of the preceding paragraphsProposed Sale, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure (i) each holder of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes each class or series of the performance Company’s stock will receive the same form of custodial services hereunder, that any unauthorized disclosure or misuse consideration for their shares of such information class or series as is received by other holders in respect of their shares of such same class or series of stock, (including ii) each holder of a series of Preferred Stock will receive the same amount of consideration per share of such series of Preferred Stock as is received by BNY Mellon or any other holders in respect of its employees or agentstheir shares of such same series, or any trading (iii) each holder of Common Stock will receive the same amount of consideration per share of Common Stock as is received by other holders in respect of their shares of Common Stock, and (iv) unless the the aggregate consideration receivable by all holders of the Preferred Stock and Common Stock shall be allocated among the holders of Preferred Stock and Common Stock on the basis of such information the relative liquidation preferences to which the holders of each respective series of Preferred Stock and the holders of Common Stock are entitled in a Deemed Liquidation Event (assuming for this purpose that the Proposed Sale is a Deemed Liquidation Event) in accordance with the Company’s Certificate of Incorporation in effect immediately prior to the Proposed Sale; provided, however, that, notwithstanding the foregoing provisions of this Subsection 3.3(g), if the consideration to be paid in exchange for the Key Holder Shares or Investor Shares, as applicable, pursuant to this Subsection 3.3(g) includes any securities and due receipt thereof by anyone in receipt of such information) may constitute a criminal offense of trading on any Key Holder or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and Investor would require under applicable law to prevent unauthorized disclosure (x) the registration or qualification of such Confidential Information. The Parties acknowledge and agree that securities or of any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm person as a broker or dealer or agent with respect to such securities; or (y) the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition provision to all other rights and remedies they may have pursuant to this Agreement and at law any Key Holder or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, Investor of any information other than such information as a prudent issuer would generally furnish in violation an offering made solely to “accredited investors” as defined in Regulation D promulgated under the Securities Act, the Company may cause to be paid to any such Key Holder or Investor in lieu thereof, against surrender of Section 15.1 hereofthe Key Holder Shares or Investor Shares, as applicable, which would have otherwise been sold by such Key Holder or Investor, an amount in cash equal to the fair value (as determined in good faith by the Board) of the securities which such Key Holder or Investor would otherwise receive as of the date of the issuance of such securities in exchange for the Key Holder Shares or Investor Shares, as applicable; provided, that, clause (iv) above shall not apply to a SPAC Transaction. (h) subject to clause (e) above, requiring the same form of consideration to be available to the holders of any single class or series of capital stock, if any holders of any capital stock of the Company are given an option as to the form and amount of consideration to be received as a result of the Proposed Sale, all holders of such capital stock will be given the same option; and (i) such Stockholder is not required to agree (unless such Stockholder is a Company officer or employee) to any restrictive covenant in connection with the Proposed Sale (including without limitation any covenant not to compete or covenant not to solicit customers, employees or suppliers of any party to the Proposed Sale).

Exceptions. The Parties’ respective obligations under covenants of the receiving Party contained in Section 15.1 will 22.1 and Section 22.2 shall not apply to any Confidential Information that the receiving Party can reasonably demonstrate by competent proof that such information: (a) that is, as of the time of its disclosure or thereafter becomes, part of the public domain through a source other than the receiving Party; (b) that was known to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed by law or a court or other Governmental Authority pursuant to (i) regulatory filings; (ii) prosecuting or defending litigation; (iii) complying with applicable law, rule, regulation, requirement law and the orders or decisions of any law enforcement agencyGovernmental Authority having jurisdiction; (iv) conducting pre-clinical or clinical trials of Product; or (b) is disclosed to Affiliates who agree to be bound by similar terms of confidentiality. Notwithstanding any provision herein to the contrary, court order nothing herein shall prevent or prohibit any disclosure of any information (including Confidential Information) concerning this Agreement (i) required under applicable securities laws and the rules and regulations of any stock exchange or market system on which any Party’s securities are or may be traded, (ii) by either Party in connection with an Approved Transaction (as defined below), where prospective parties or the other party or parties to such Approved Transaction have entered into confidentiality agreements with the Party concerning such Confidential Information, (iii) to its financial advisors or legal advisors who have agreed to the limitations on disclosure contained herein and/or (iv) to investment bankers and/or financing sources in connection with bona fide financing transactions involving either Party or an Affiliate. For the purposes of this Agreement, each of the following shall constitute an “Approved Transaction”: (i) the issuance by either Party of securities in connection with any financing transaction or public offering, and/or (ii) a merger, consolidation or other legal process similar transaction involving either Party (i.e., wherein all or at substantially all of that Party’s equity interests or assets are acquired by another entity). If a Party is required or permitted to make a disclosure of the request other Party’s Confidential Information pursuant to this Section 22.3 it shall provide prior notice of a regulatory authority. The Parties acknowledge that such intended disclosure to such other Party if practicable under the existence circumstances and terms shall disclose only such Confidential Information of this Agreement are such other Party as such Party reasonably determines is required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofdisclosed.

Exceptions. The Parties’ respective obligations under covenants of the receiving Party contained in Section 15.1 will 7.1 and Section 7.2 shall not apply to any such informationinformation that: (a) that is, as of is already in the public domain at the time of its disclosure or thereafter becomes, disclosure; (b) becomes part of the public domain through a source other than no action or omission of the receiving Party after disclosure to the receiving Party; (b) that was known to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; or (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, by Law or a court order or other legal process Governmental Authority or at Regulatory Authority. Notwithstanding any provision herein to the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphscontrary, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that nothing herein shall prevent or prohibit any disclosure of any information concerning this Agreement (i) required under applicable securities Laws and the rules and regulations of any stock exchange or market system on which any Party’s securities are or may be traded, (ii) by Buyer in connection with an Approved Transaction (as defined below), and/or (iii) to investment bankers and/or financing sources in connection with bona fide financing transactions involving Buyer or an Affiliate. In addition, the Parties (and any of their respective Affiliates and representatives) may disclose to any and all Persons, without limitation of any kind, the “tax treatment” and “tax structure,” within the meaning of Treasury Regulation Section 1.6011-4, of the transactions contemplated hereby, and by the Asset Purchase Agreement and the Other Agreements, and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such information tax treatment and tax structure (but no other details regarding matters covered by this agreement, including, without limitation, the identities of the parties); provided, however, that each party recognizes that the privilege each has to BNY Mellon hereunder maintain, in its sole discretion, the confidentiality of a communication relating to the transactions contemplated hereby, and by the Asset Purchase Agreement and the Other Agreements, including a confidential communication with its attorney or a confidential communication with a federally authorized tax practitioner under Section 7525 of the Internal Revenue Code of 1986, as amended, is made strictly under not intended to be affected by the conditions of confidentiality set forth in Section 15.1 hereof and solely for foregoing. For the purposes of the performance of custodial services hereunderthis Agreement, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access each of the obligation hereunder and under applicable law following shall constitute an “Approved Transaction”: (i) the conversion of Buyer from a limited liability company to prevent unauthorized disclosure a corporation following which the equityholders of Buyer immediately prior to such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, conversion hold shares in the event resulting corporation in approximately the same relative proportions as they did in the pre-conversion entity, (ii) the issuance by Buyer of a breach securities in connection with any financing transaction or public offering, (iii) the merger, consolidation or other similar transaction (i.e., wherein all or substantially all of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law Buyer’s equity interests or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofassets are acquired by another entity).

Exceptions. The Parties’ respective obligations under Notwithstanding Section 15.1 will not apply to 10.2(a), any such information: (a) that is, as of the time of its disclosure or thereafter becomes, part of the public domain through a source other than the receiving Party; (b) that was known to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that hereto may disclose the existence and terms of this Agreement and the transactions contemplated hereby (i) to federal and state regulatory agencies in connection with applications for approval of such transactions (or, in the case of any regulated Affiliate of a Member, in connection with audits by the applicable regulatory authorities), including to the FCC as part of any application to participate in the Auction and/or any application for a license or licenses won in the Auction, it being understood and agreed that the contents of such applications are generally available to the public, (ii) to financial institutions in connection with financings of the transactions contemplated hereby and (iii) if counsel for any party advises that a press release or public disclosure is required by Applicable Law or the applicable rules of any stock exchange, then the parties shall use their commercially reasonable efforts to cause a mutually acceptable press release to be issued, and in all events the party required to make such disclosure shall be publicly free to do so; provided that in each case (other than clause (iii) above and to the extent submitted to the FCC as part of the contents of an application to participate in the Auction or a post-Auction application for licenses on which the License Company is the Winning Bidder) commercially reasonable efforts are used to seek confidential treatment from any such person to whom such information is disclosed and the other parties hereto are notified contemporaneously of such disclosure; provided, further, that the parties acknowledge that the Bidding Protocol constitutes valuable trade secrets of the Company and is extremely sensitive and confidential, and shall not be disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges parties hereto unless disclosure is compelled by regulatory or other legal process and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not then only financial damage, but irreparable harm upon adequate prior notice to the other Partyparty, for which money damages will not provide party shall have an adequate remedy. Accordinglyopportunity to seek an appropriate protective order, in and such disclosure shall be made only to the event extent necessary to comply with the requirements of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law regulatory or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereoflegal process under which it is so compelled.

Exceptions. The Parties’ respective obligations under covenants of the receiving Party contained in Section 15.1 will 8.1 and Section 8.2 shall not apply to any such informationConfidential Information that the receiving Party can reasonably demonstrate by competent proof is: (a) that is, as of the time of its disclosure or thereafter becomes, part of the public domain through a source other than the receiving Party; (b) that was known to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed by Law or a court or other Authority pursuant to (i) regulatory filings; (ii) prosecuting or defending litigation; (iii) complying with applicable law, rule, regulation, requirement Law and orders or decisions of any law enforcement agency, court order Official Body having jurisdiction; (iv) necessary to the limited extent only to conducting pre-clinical or other legal process or at the request clinical trials of a regulatory authority. The Parties acknowledge that the existence Product and persons involved in such trials are bound by similar terms of this Agreement are required confidentiality; or (b) disclosed to Affiliates who agree to be publicly disclosed bound by similar terms of confidentiality. Notwithstanding any provision herein to the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphscontrary, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that nothing herein shall prevent or prohibit any disclosure of any information concerning this Agreement (A) required under applicable securities Laws and all the rules and regulations of any stock exchange or market system on which any Party’s securities are or may be traded, (B) by either Party in connection with an Approved Transaction (as defined below), where prospective parties or the other party or parties to such information Approved Transaction have entered into confidentiality agreements with the Party concerning such Confidential Information, (C) to BNY Mellon hereunder is made strictly under either Party’s financial advisors or legal advisors who have agreed to the conditions of confidentiality set forth limitations on disclosure contained herein and/or (D) to investment bankers and/or financing sources in Section 15.1 hereof and solely for connection with bona fide financing transactions involving either Party or an Affiliate who have agreed to the limitations on disclosure contained herein. For the purposes of the performance of custodial services hereunderthis Agreement, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access each of the obligation following shall constitute an “Approved Transaction”: (i) the issuance by either Party of securities in connection with any financing transaction or public offering, and/or (ii) a merger, consolidation or other similar transaction involving either Party (i.e., wherein another entity acquires all or substantially all of that Party’s equity interests or assets). If a Party is required or permitted to make a disclosure of the other Party’s Confidential Information pursuant to this Section 8.3, it will use Commercially Reasonable Efforts to (I) limit the scope of the Confidential Information disclosed and the number of persons to whom such Confidential Information is disclosed, in each case to the minimum extent required to address the reason such disclosure is permitted hereunder and under applicable law to prevent unauthorized disclosure (II) secure confidential treatment of such Confidential Information. The Parties acknowledge Information and agree that comply with any breach applicable provisions of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereof12.6.

Exceptions. The Parties’ respective obligations under in Section 15.1 will 2 do not apply to any such information: information that I can establish through written records (a) that is, as has become publicly known without (i) a breach of this Agreement by me or (ii) a third party’s breach of an agreement to maintain the confidentiality of the time of its disclosure or thereafter becomes, part of the public domain through a source other than the receiving Partyinformation; (b) that was known to disclosed by me as permitted by the receiving Party as policies and procedures of the time of its disclosure and was not otherwise subject to confidentiality obligations; Company, or (c) was developed by me prior to the Effective Date, and prior to the date any earlier confidentiality agreement of the Company was signed by me (or any earlier effective date of such agreement), if the date of development can be established by documentary evidence. Notwithstanding anything in this Agreement, I may disclose, without violating the terms of this Agreement, Confidential Information that I am specifically required by court order, subpoena or law to disclose, but I agree to disclose only that portion of Confidential Information that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is legally required to be disclosed pursuant and further agree, to the extent permitted under applicable law, rulethat prior to disclosure when compelled by applicable law, regulation, requirement of any law enforcement agency, court order or other legal process or at I shall provide prior written notice to the request of a regulatory authorityCompany. The Parties I further understand and acknowledge that the existence and terms of nothing in this Agreement or any other agreement or policy prohibits me from reporting possible violations of federal or state law or regulation to any governmental agency or entity or self-regulatory organization (including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General), cooperating with any such governmental agency or entity or self-regulatory organization in connection with any such possible violation, or making other disclosures or taking other actions (including, without limitation, receiving any whistleblower award provided for under such laws or regulations) that are required protected under the whistleblower provisions of federal or state law or regulation (collectively “Protected Activity”), in each case without any notice to be publicly disclosed by or authorization from the Funds pursuant to applicable lawCompany. Without limiting I further understand that “Protected Activity” does not include the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder Company attorney-client privileged communications. As required by the Defend Trade Secrets Act of 2016 (“DTSA”), 18 U.S.C. § 1833(b), I acknowledge that I will not be held criminally liable or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made strictly under the conditions of confidentiality set forth circumstances described therein, including: (1) in Section 15.1 hereof and solely confidence to a government official or an attorney for the purposes sole purpose of reporting or investigating a suspected violation of law; (2) in a complaint or other document filed in a legal proceeding, so long as such document is filed under seal; or (3) should I file a lawsuit against the performance Company for purported retaliation for reporting a suspected violation of custodial services hereunderlaw, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agentsthen to my attorney, or in that court proceeding, so long as any trading on document I file containing the basis of trade secret is filed under seal and I do not disclose the trade secret except pursuant to court order. Unless expressly provided, the DTSA does not authorize, or limit liability for, an act that is otherwise prohibited by law, such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping as the unlawful access of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent by unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofmeans.

Exceptions. The Parties’ respective obligations under provisions of Section 15.1 will 6.01 shall not apply to: (i) disclosure by a Party to any a Representative or an Affiliate if such information: Representative or Affiliate (a) that is, as is under a similar obligation of the time of its disclosure confidentiality or thereafter becomes, part of the public domain through a source other than the receiving Party; (b) that was known is otherwise under a binding professional obligation of confidentiality; (ii) disclosure, after giving prior notice to the receiving Party as of other Parties to the time of its disclosure extent practicable under the circumstances and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference any practicable arrangements to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation protect confidentiality, to the disclosing Party extent requested or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement under the rules of any law enforcement agency, court order or other legal process or at stock exchange on which the request Equity Securities of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon Party or any of its employees Affiliates are listed or agentsby Laws or governmental regulations or judicial or regulatory process or in connection with any proceeding arising out of or relating to this Agreement; provided that no prior notice to any Party shall be required to be given under this Section 6.02 with respect to any Proceeding commenced or brought by a Party in pursuit of its rights or in the exercise of its remedies arising out of the 2021 Transaction Documents, the 2022 Transaction Documents, the 2023 Transaction Documents, the Transaction Documents or the New Transaction Documents (upon execution); (iii) disclosure by the Investors to a financing source in connection with a bona fide loan or financing arrangement, if the recipient agrees in writing prior to any trading such disclosure to be subject to confidentiality obligations substantially similar to those set forth in this Article VI; (iv) following notification in writing to the Company on a no names basis, disclosure by any Investor to a bona fide potential purchaser of any portion or all of the basis Equity Securities of the Company held by such Investor to the extent necessary for such potential purchaser to evaluate such a proposed transaction or for other similar business purposes, if the recipient agrees in writing prior to any such disclosure to be subject to confidentiality obligations substantially similar to those set forth in this Article VI, of which the Company is a third-party beneficiary; or (v) disclosure by the Investors or its Affiliates of Confidential Information that is reasonably necessary in connection with its reporting requirements to its shareholders, limited partners and/or director or indirect investors in the ordinary course of business in each case, so long as the Persons being disclosed such information by anyone in receipt have been advised of the confidential nature of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereof.

Exceptions. The Parties’ respective obligations under Section 15.1 will obligation of confidentiality contained in this Agreement shall not apply to any such information: the extent that a Party can demonstrate that (a) that is, as of the disclosed information was at the time of its such disclosure to such Party already in (or thereafter becomes, part of enters) the public domain through a source other than the receiving Partyas a result of actions of such Party or its Personnel in violation hereof; (b) that the disclosed information was rightfully known to such Party without any obligation of confidentiality prior to the receiving Party as date of the time of its disclosure and was not otherwise subject to confidentiality obligationssuch Party; (c) that is independently developed the disclosed information was received by the receiving such Party without reference to such information; (d) that is subsequently learned on an unrestricted basis from a third party not known source unrelated to be under a confidentiality obligation to the disclosing any Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law not under a duty of confidentiality; or (d) the information was independently developed by such Party without use of or reference to Company’s Confidential Information. In the event that the Party receiving Confidential Information receives a request from a third party, pursuant to a valid subpoena, legally valid governmental authority request, or other valid legal request, that requires it to disclose Company’s Confidential Information, prior to disclosing such Confidential Information or Company Data, such Party shall (i) give the other Party prompt (but in equityno event later than forty eight (48) be entitled hours after receipt of the request) prior written notice of the requested disclosure which notice shall include a copy of such subpoena or request, (ii) use reasonable efforts to resist disclosing the Confidential Information, (iii) cooperate with the other Party on request to obtain a protective order or otherwise limit the disclosure of the Confidential Information, (iv) consent to an injunctioninjunction or protective order and not oppose the other Party’s request to intervene, without and (v) prior to such disclosure, provide a letter from its counsel confirming that the necessity of posting any bond or surety, to restrain disclosure or misuseConfidential Information is, in whole or fact, required to be disclosed. A disclosure of Confidential Information in part, accordance with the preceding sentence of any information in violation this Section 27.2 shall not be deemed a breach of Section 15.1 hereofthe confidentiality obligations hereunder.

Exceptions. The Parties’ respective use and non-disclosure obligations under set forth in this Section 15.1 will 8 shall not apply to any such information: Confidential Information, or portion thereof, that the Receiving Party can demonstrate by appropriate documentation: (ai) that is, as of at the time of its disclosure or thereafter becomesis in the public domain; (ii) after disclosure, becomes part of the public domain domain, by publication or otherwise, through a source other than no fault of the receiving Receiving Party; ; (biii) that was known to the receiving Party as of at the time of its disclosure is already in the Receiving Party’s possession, and such prior possession can be properly demonstrated by the Receiving Party, with the exception of Confidential Information exchanged between parties prior to the execution of this Agreement; or (iv) is made available to the Receiving Party by an independent third party, provided, however, that to the Receiving Party’s knowledge, such information was not otherwise subject to confidentiality obligations; (c) that is independently developed obtained by said third party, directly or indirectly, from the receiving Disclosing Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to hereunder. In addition, the disclosing Receiving Party or (e) may disclose information that is required to be disclosed pursuant to applicable by law, rule, regulation, requirement by a valid order of any law enforcement agency, a court or by order or other legal process or at the request regulation of a regulatory authority. The Parties acknowledge governmental agency including but not limited to, regulations of the United States Securities and Exchange Commission (the “SEC”), or in the course of litigation, provided that in all cases the Receiving Party shall give the other party prompt notice of the pending disclosure and make a reasonable effort to obtain, or to assist the Disclosing Party in obtaining, a protective order preventing or limiting the disclosure and/or requiring that the existence and terms of this Agreement are required to Confidential Information so disclosed be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely used only for the purposes of for which the performance of custodial services hereunder, that any unauthorized disclosure law or misuse of such information (including by BNY Mellon or any of its employees or agentsregulation required, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedythe order was issued. AccordinglyMDCO may further disclose CyDex’s Confidential Information to extent that such disclosure is necessary to develop, in file for Regulatory Approval, or commercialize the event of a breach of Section 15.1 hereofLicensed Product, or to seek, prosecute and maintain intellectual property protection for the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofLicensed Product.

Exceptions. The Parties’ respective obligations Notwithstanding Section 13.1, Confidential Information shall not be deemed to include information (and such information shall not be considered Confidential Information under Section 15.1 will not apply this Agreement) to any the extent that it can be established by written documentation by the Receiving Party that such information: (ai) that iswas already in the public domain prior to time of disclosure by the Disclosing Party or becomes publicly known through no act, as omission or fault of the Receiving Party or any Person to whom the Receiving Party provided such information; (ii) is or was already lawfully, and not under an obligation of confidentiality owed to the Disclosing Party, in the possession of the Receiving Party prior to the time of its disclosure or thereafter becomes, part of by the public domain through a source other than the receiving Disclosing Party; (b) provided that was known the Receiving Party did not initially generate such information and assign its rights to such information to the receiving Disclosing Party as in accordance with the terms of the time of its disclosure and was not otherwise subject to confidentiality obligationsthis Agreement; (ciii) that is independently developed by disclosed to the receiving Receiving Party without reference on an unrestricted basis from a Third Party not under an obligation of confidentiality to the Disclosing Party with respect to such information; or (div) that is subsequently learned from a third party has been independently created by the Receiving Party, as evidenced by written or electronic documentation, without any aid, application or use of the Disclosing Party’s Confidential Information. Specific aspects or details of Confidential Information will not known be deemed to be under a confidentiality obligation to within the disclosing Party public knowledge or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at in the request prior possession of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality Person merely because such aspects or details of the preceding paragraphsConfidential Information are embraced by general disclosures in the public domain. Further, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective any combination of Confidential Information will not be considered in the public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under domain or in the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes possession of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure Receiving Party merely because individual elements of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, Information are in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law public domain or in equity) be entitled to an injunction, without the necessity possession of posting any bond or surety, to restrain disclosure or misuse, the Receiving Party unless the combination and its principles are in whole the public domain or in partthe possession of the Receiving Party. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, of any information in violation of Section 15.1 hereofAS AMENDED.

Exceptions. The Parties’ respective obligations under of confidentiality, non-disclosure, and non-use set forth in Section 15.1 will 4.1 shall not apply to any such information: the extent the receiving Party (the “Recipient”) can demonstrate that the disclosed information (a) that is, as of was in the public domain at the time of its disclosure to the Recipient by the other Party, or thereafter becomesentered the public domain, part in each case other than as a result of actions of the public domain through a source other than the receiving PartyRecipient or its Permitted Recipients; (b) that was rightfully known by the Recipient or its Permitted Recipients (as shown by its written records) prior to the receiving Party as date of disclosure to the time of its disclosure and was not otherwise subject to confidentiality obligationsRecipient by the other Party; (c) that is was received by the Recipient or its Permitted Recipients on an unrestricted basis from a Third Party rightfully in possession of such information and not under a duty of confidentiality to the other Party; or (d) was independently developed by or for the receiving Party Recipient or its Permitted Recipients without reference to or reliance on the Confidential Information of the other Party (as demonstrated by written records). Notwithstanding any other provision of this Agreement, Recipient’s disclosure of Confidential Information shall not be prohibited if such information; disclosure: (di) is in response to a valid order of a court or other governmental body of the U.S., provided that is subsequently learned from Recipient provides the other Party with prior written notice of such disclosure in order to permit the other Party to seek a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court protective order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure confidential treatment of such Confidential Information; or (ii) is otherwise required by applicable law or regulation or rules of a nationally recognized securities exchange. The Parties acknowledge and agree that Further notwithstanding any breach other provision of Section 15.1 hereof would cause not only financial damagethis Agreement, but irreparable harm either Party may disclose Confidential Information of the other Party to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in extent necessary to exercise the event of a breach of Section 15.1 hereof, rights granted to or retained by the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to Recipient under this Agreement and at law in filing or in equity) be entitled to an injunctionprosecuting Patent Rights, without the necessity of posting any bond prosecuting or surety, to restrain disclosure defending litigation or misuse, in whole otherwise establishing rights or in part, of any information in violation of Section 15.1 hereofenforcing obligations under this Agreement.

Exceptions. (a) The Parties’ respective obligations under Section 15.1 will obligation of confidentiality contained in this Agreement shall not apply to the extent that: (i) either Party (the "Recipient") is required to disclose Confidential Information or Materials of the other Party by order or regulation of a governmental agency or a court of competent jurisdiction, provided that the Recipient shall not make any such information: disclosure (a) that isother than a filing of information or materials with the U.S. Securities and Exchange Commission, a similar filing of information or materials with the National Association of Securities Dealers or state securities regulators or a filing of information or materials pursuant to the Hart-▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇itrust Improvements Act of 1976, as of amended, and the rules and regulations thereunder, as amended or an equivalent filing with a foreign applicable authority) without first notifying the other Party and allowing the other Party a reasonable opportunity to seek injunctive relief from (or protective order with respect to) the obligation to make such disclosure; or (ii) the Recipient can demonstrate that (A) the disclosed information was at the time of its such disclosure to the Recipient already in (or thereafter becomes, part of enters) the public domain through other than as a result of actions of the Recipient, its Affiliates, employees, sublicensees, agents or subcontractors in violation hereof; (B) the disclosed information was rightfully known by the Recipient or its Affiliates (as shown by its written records) prior to the date of disclosure to the Recipient in connection with the negotiation, execution or performance of this Agreement; or (C) the disclosed information was received by the Recipient or its Affiliates on an unrestricted basis from a source unrelated to any Party to this Agreement and not under a duty of confidentiality to the other than the receiving Party; or (bD) that the disclosed information was known to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party Recipient or its Affiliates (as shown by written records) by persons without reference access to such informationor use of the Confidential Information and Materials of the other Party; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (eiii) that disclosure is required to be disclosed pursuant made to applicable law, rule, regulation, requirement a government regulatory agency as part of any law enforcement such agency, court order 's product license approval process. (b) In the event (i) that each of Tanabe and the Western Pharmaceutical Partner have agreed in writing to accept reciprocity on exchanges of Technical Information and (ii) that Signal's Western Pharmaceutical Partner chooses to develop a Product for the prevention or other legal process or at treatment of Inflammation and/or Osteoporosis based on a Compound and (iii) provided the request of a regulatory authority. The Parties acknowledge that Western Pharmaceutical Partner agrees to be bound by the existence and terms specified in Section 6 of this Agreement are required Agreement, Signal shall have the right to be publicly disclosed disclose to the Western Pharmaceutical Partner any applicable Compound Information and Product Information with respect to such Compound provided to Signal by the Funds pursuant Tanabe. As a condition to applicable law. Without limiting the generality of the preceding paragraphssuch disclosure, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information Signal will require its Western Pharmaceutical Partner to BNY Mellon hereunder is made strictly under the conditions of enter into confidentiality provisions equivalent to those set forth in this Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereof8.

Exceptions. Notwithstanding the above: 10.4.1 The Parties’ respective obligations under Section 15.1 Receiving Party may disclose Confidential Information of the Disclosing Party to Regulatory Authorities in order to obtain, maintain or defend Patents or seek or obtain approval to conduct clinical trials or gain Marketing Authorisation with respect to Products or Diagnostics or to otherwise develop, manufacture or commercialize a Product or Diagnostic. 10.4.2 The Receiving Party may disclose Confidential Information of the Disclosing Party and this Agreement as required to comply with any order of a court or any applicable rule, regulation, or law of any jurisdiction or securities exchange, provided that to the extent reasonably possible it (a) shall promptly notify the Disclosing Party and allow the Disclosing Party a reasonable time to oppose such disclosure, (b) shall use reasonable efforts to obtain an appropriate protective order or confidential treatment authorization that preserves the confidentiality of the information to the greatest extent practical and (c) shall limit the scope of such disclosure only to such portion of such Confidential Information that is legally required to be disclosed. 10.4.3 The Receiving Party may disclose a summary report describing the current status and next steps of the Target Program(s) in a general manner without any sensitive information (e.g. information relating to competitive, regulatory, commercial, clinical or scientific topics) and financial terms of this Agreement, which the Disclosing Party will not apply to any such informationdeliver within reasonable time upon a request of the Receiving Party, as follows: (a) that is, as of the time of its disclosure or thereafter becomes, part of the public domain through a source other than the receiving Party; [***] and/or (b) [***]who are [***]of (i) [***]or (ii) [***]of this Agreement; provided that was known in the case of each of (a) and (b), [***] has entered into a written confidentiality and non-use agreement no less restrictive than the terms set forth herein. Such disclosure shall in any event be strictly limited to the receiving Party as what is required by [***] for purposes of the time of its disclosure [***], or [***], and was not otherwise subject to confidentiality obligations; (c) that is independently developed any use by the receiving Party without reference [***] shall be limited to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to purpose. Notwithstanding the disclosing Party or (e) that is required to be disclosed pursuant to applicable lawabove, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordinglyif, in the event of a breach planned disclosure by Compugen, [***] is a Bayer Competitor, then a disclosure as set forth in this Section 10.4.3 shall be made to an independent attorney and/or accountant (and/or independent third party expert contracted by them) solely for the purpose of Section 15.1 hereof, allowing such attorney and/or accountant to advise the Receiving Party regarding [***]this Agreement [***] or of [***] without disclosing any Bayer Confidential Information to the Bayer Competitor. The Receiving Party making such disclosure shall remain liable towards the Disclosing Party for compliance of [***] with the terms of confidentiality and non-breaching use as set forth in this Agreement with respect to such Confidential Information. 10.4.4 Each Party (a) shall have the right to disclose this Agreement as required by any securities laws, regulations or stock exchanges, provided, however, that the Party which discloses this Agreement shall give reasonable advance notice, as legally permissible, to the other Party and, at the other Party’s request, shall involve the other Party in discussions with the relevant government agency with respect to the items that may be redacted from such disclosure (it being understood that the Parties have a common interest that Confidential Information that does not have to be disclosed, including any details relating to financial terms, will be redacted from the version of the Agreement provided for publications), and (b) may disclose the existence of the relationship created by this Agreement; provided that the other Party shall (in addition have the right to all review and approve any press release or other rights and remedies they may have pursuant public disclosure of such information, such approval not to this Agreement and at law or in equity) be unreasonably withheld. For clarity, each Party will be entitled to an injunction, without freely refer to any details disclosed in the necessity of posting any bond or surety, press releases to restrain disclosure or misuse, in whole be issued pursuant to Section 10.5 or in part, of any information in violation of Section 15.1 hereofother press release issued by a Party.

Exceptions. The Parties’ respective confidentiality obligations under Section 15.1 set forth in this section will not apply to any such informationinformation that: (a) that is, as becomes generally available to the public through no fault of the time of its disclosure or thereafter becomes, part of the public domain through a source other than the receiving Receiving Party; (b) that was known is lawfully provided to the receiving Receiving Party as by a third party free of the time of its disclosure and was not otherwise subject to any confidentiality duties or obligations; (c) that is was already known to the Receiving Party at the time of disclosure; or (d) the Receiving Party can prove, by clear and convincing evidence, was independently developed by employees and contractors of the receiving Receiving Party who had no access to the Confidential Information. In addition, the Receiving Party may disclose Confidential Information to the extent that such disclosure is necessary for the Receiving Party toenforce its rights under these Terms and Conditions oris required by law, governmental regulation, court order, subpoena, warrant, governmental regulatory oragency request, or other valid legal authority, legal procedure or similar process (“Legal Process”), provided that the Receiving Party uses commercially reasonable efforts to promptly notify the Disclosing Party in writing of such required disclosure unless theReceiving Party is informed that: (i) it is legally prohibited from giving notice; or (ii) the Legal Process relates to exceptional circumstances involving dangerof death or serious physical injury to any person. The Receiving Party will cooperate with the Disclosing Party if the Disclosing Party seeks an appropriateprotective order. Notwithstanding anything to the contrary in this Section 7, should either Party learn some general information regarding the other Party’s Confidential Information during the Term or any relevant Trial Period, the Party learning such information is free to use that information retained in its unaided memory, without specific or intentional memorisation or reference to such information; Confidential Information, for its own business purposes (d) that is subsequently learned from a third party including but not known limited to be under a confidentiality obligation such Party’s employee skill, knowledge, talent, and/or expertise on other or future projects), except to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all extent such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party’s Intellectual Property. Receipt of Confidential Information hereunder, for which money damages will not provide an adequate remedy. Accordingly, however in no way obligates the event of a breach of Section 15.1 hereof, the non-breaching Receiving Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law monitor or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereoflimit its employees’ work.

Exceptions. The Parties’ respective obligations under Section 15.1 will not apply to any such information: Notwithstanding the foregoing, a Party may use and disclose Confidential Information of the other Party as follows: (a) that is, as of the time of its disclosure or thereafter becomes, part of the public domain through a source other than the receiving Party; (b) that was known to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed extent required by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, government requirement and/or court order, provided, that, the disclosing Party promptly notifies the other Party of its notice of any law enforcement agencysuch requirement, court takes all reasonable steps to limit disclosure of the Confidential Information, and provides the other Party a reasonable opportunity to seek a protective order or other legal process or at appropriate remedy and/or to waive compliance with the request of a regulatory authority. The Parties acknowledge that the existence and terms provisions of this Agreement are required to be publicly disclosed by the Funds Agreement; EXECUTION COPY Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to applicable law. Without limiting a request for confidential treatment and have been filed separately with the generality Securities and Exchange Commission. (b) subject to Section 11.4, to the extent such use and disclosure occurs in the filing or publication of any patent application or patent on inventions, pursuant to Section 11.4 (Publication); (c) as necessary or desirable for securing any regulatory approvals, including pricing approvals, for any Licensed Products or Licensed Services, provided, that, the disclosing Party shall take all reasonable steps to limit disclosure of the preceding paragraphsConfidential Information outside such regulatory agency and to otherwise maintain the confidentiality of the Confidential Information; (d) to take any lawful action that it deems necessary to enforce compliance with the terms and conditions of, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public this Agreement; provided, that, the disclosing Party shall take all reasonable steps to limit disclosure of information regarding portfolio holdingsthe Confidential Information and to otherwise maintain the confidentiality of the Confidential Information; (e) to the extent necessary, that disclosure of any to its Affiliates, directors, officers, employees, consultants, vendors and all such information to BNY Mellon hereunder is made strictly clinicians under the conditions written agreements of confidentiality at least as restrictive as those set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunderthis Agreement, that any unauthorized disclosure or misuse of who have a need to know such information in connection with such Party performing its obligations or exercising its rights under this Agreement; and (including f) by BNY Mellon or any of its employees or agentsLicensee, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securitiesto actual and potential investors, that access to licensees, Sublicensees, consultants, vendors and use of any and all such information shall be restricted as described in Section 15.1 hereofsuppliers, and that BNY Mellon shall apprise all such persons having access academic and commercial collaborators, under written agreements of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, confidentiality at least as restrictive as those set forth in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofAgreement.

Exceptions. The Parties’ Notwithstanding the foregoing, the Grantee shall not be required to comply with Section 8(a) in connection with any proposed Change in Control (the “Proposed Sale”) unless: (i) any representations and warranties to be made by the Grantee in connection with the Proposed Sale are limited to representations and warranties that (A) the shares of common stock which the Grantee purports to hold are free and clear of all liens and encumbrances, (B) the obligations of the Grantee in connection with the transaction have been duly authorized, if applicable, (C) the documents to be entered into by the Grantee have been duly executed by the Grantee and delivered to the acquirer and are enforceable against the Grantee in accordance with their respective terms, and (D) neither the execution and delivery of the documents to be entered into in connection with the transaction, nor the performance of the Grantee’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law, or judgment, order or decree of any court or governmental agency; (ii) the Grantee shall not be liable for the inaccuracy of any representation or warranty made by any other individual or entity in connection with the Proposed Sale, other than the Company (except to the extent that (A) funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any shareholder of any of identical representations, warranties and covenants provided by all shareholders, and (B) the inaccuracies were made by the Company in connection with the grant of the shares of Stock under this Award Agreement); (iii) the liability for indemnification, if any, of the Grantee in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company or its shareholders in connection with such Proposed Sale, is several and not joint with any other individual or entity (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any shareholder of any of identical representations, warranties and covenants provided by all shareholders), and is pro rata in proportion to, and does not exceed, the amount of consideration paid to the Grantee in connection with such Proposed Sale; (iv) liability shall be limited to the Grantee’s applicable shares of common stock (determined based on the respective proceeds payable to each shareholder in connection with such Proposed Sale in accordance with the provisions of the Company’s Certificate of Incorporation and/or Bylaws) of a negotiated aggregate indemnification amount that applies equally to all shareholders but that in no event exceeds the amount of consideration otherwise payable to the Grantee in connection with such Proposed Sale, except with respect to claims related to fraud by the Grantee, the liability for which need not be limited as to the Grantee; (v) upon the consummation of the Proposed Sale, (A) each holder of each class or series of the Company’s shares of common stock will receive the same form of consideration for their shares of such class or series as is received by other shareholders in respect of their shares of such same class or series, and (B) each shareholder holding such shares will receive the same amount of consideration per share as is received by other shareholders in respect of their shares of such same series; provided, however, that, notwithstanding the foregoing, if the consideration to be paid in exchange for the shares of common stock, pursuant to this Section 15.1 will not apply 8(b)(v) includes any securities and due receipt thereof by any shareholder would require under applicable law (x) the registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities, or (y) the provision to any shareholder of any information other than such information as a prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined in Regulation D promulgated under the Securities Act, as amended, the Company may cause to be paid to any such information: shareholder in lieu thereof, against surrender of the shares, as applicable, which would have otherwise been sold by such shareholder, an amount in cash equal to the fair market value (aas reasonably determined by the Board) that is, of the securities which such shareholder would otherwise receive as of the time of its disclosure or thereafter becomes, part date of the public domain through a source other than issuance of such securities in exchange for the receiving Partyshares, as applicable; and (bvi) that was known subject to Section 8(b)(v), requiring the same form of consideration to be available to the receiving Party as shareholders of any single class or series of shares, if any such shareholders of any shares of the time Company are given an option as to the form and amount of its disclosure and was not otherwise subject consideration to confidentiality obligationsbe received as a result of the Proposed Sale, all shareholders of such shares will be given the same option; (cprovided, however, that nothing in this Section 8(b)(vi) shall entitle any shareholder to receive any form of consideration that such shareholder would be ineligible to receive as a result of such shareholder’s failure to satisfy any condition, requirement or limitation that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation generally applicable to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofCompany’s shareholders.

Exceptions. The Each Party may disclose Confidential Information belonging to the other Party to the extent such disclosure is necessary in the following instances: 15.3.1. filing or prosecuting patents as permitted by this Agreement in order to obtain Patent Rights that a Party is expressly permitted to obtain under this Agreement; 15.3.2. regulatory filings for Licensed Products as permitted by this Agreement; 15.3.3. prosecuting or defending litigation as permitted by this Agreement; 15.3.4. complying with applicable court orders (or complying with oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) or governmental regulations or law, including the rules or guidance of the U.S. Securities and Exchange Commission and/or any stock exchange and including rules or guidance of the Internal Revenue Service and/or any taxing authority; 15.3.5. disclosure to Third Parties in connection with due diligence or similar investigations by such Third Parties’ respective obligations under Section 15.1 will not apply , and disclosure to potential Third Party investors in confidential financing documents, provided, in each case, that any such information: (a) that isThird Party agrees to be bound by reasonable obligations of confidentiality and non-use; and 15.3.6. Zosano may provide to ALZA Corporation a copy of this Agreement, as redacted by Lilly to exclude any information not necessary for assessing Zosano’s compliance with the ALZA Agreement; provided, however, that, if a Party is required to make a disclosure of the time of its disclosure or thereafter becomesother Party’s Confidential Information pursuant to this Section 15.3 it shall, part of the public domain through a source other than the receiving Party; (b) that was known except where impracticable, give reasonable advance notice to the receiving other Party as of such disclosure request or requirement so that the time other Party may seek an appropriate protective order or other appropriate remedy or waive compliance with the provisions of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving this Agreement. The Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant make the disclosure shall reasonably cooperate with the other Party (at such other Party’s sole cost and expense) to applicable law, rule, regulation, requirement of any law enforcement agency, court obtain such a protective order or other legal process remedy. If such order or other remedy is not obtained, or the other Party waives compliance with the provisions of this Agreement, then such Party shall only disclose that portion of the Confidential Information which it is advised by counsel that it is legally required to so disclose and shall use reasonable efforts to obtain reliable assurance (at the request of a regulatory authority. The Parties acknowledge other Party’s sole cost and expense) that confidential treatment will be accorded the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable lawConfidential Information so disclosed. Without limiting the generality of the preceding paragraphsforegoing, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading Parties shall consult with each other on the basis provisions of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement to be redacted in any filings made by either Party with the U.S. Securities and at law Exchange Commission or in equity) be entitled to an injunction, without the necessity of posting any bond foreign counterpart or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofas otherwise required by law.

Exceptions. The Parties’ respective obligations under of confidentiality contained in Section 15.1 6.1 will not apply to any the extent that it can be established by the Receiving Party by competent proof that such information: Confidential Information: (a) that iswas already known to the Receiving Party or its Affiliate, as other than under an obligation of confidentiality, at the time of disclosure by the Disclosing Party; (b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the Receiving Party or thereafter becomes, its Affiliate; (c) became generally available to the public or otherwise part of the public domain through a source other than the receiving Party; (b) that was known to the receiving Party as of the time of after its disclosure and was not otherwise subject to confidentiality obligations; other than through any act or omission of the Receiving Party or its Affiliate in breach of this Agreement; (cd) that is independently discovered or developed by the receiving Receiving Party or its Affiliate without reference the use of Confidential Information of the Disclosing Party; (e) was disclosed to such information; (d) that is subsequently learned from the Receiving Party or its Affiliate, other than under an obligation of confidentiality, by a third party not known to be under a confidentiality Third Party who had no obligation to the disclosing Disclosing Party or (e) that is required not to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all disclose such information to BNY Mellon hereunder others; or (f) was disclosed by Company or its Affiliate to any Representative(s) of Licensor other than those designated as permitted recipients of Licensor in writing by Licensor to Company. Initially, the only designated Representatives of Licensor are [***] and [***]. Licensor may designate additional and replacement Representatives of Licensor for purposes of this Section by written notice to Company. Confidential Information specific to the use of certain compounds, methods, conditions or features shall not be deemed to be within the foregoing exceptions merely because such Confidential Information is made strictly under embraced by general disclosures in the conditions public domain or in the possession of confidentiality set forth the Receiving Party. In addition, a combination of information will not be deemed to fall within the foregoing exceptions, even if all of the components fall within an exception, unless the combination itself and its significance are in Section 15.1 hereof and solely the public domain or in the possession of the Receiving Party prior to the disclosure hereunder. Notwithstanding anything to the contrary herein, neither the act of using Confidential Information in a clinical trial nor the filing of Confidential Information with a government entity shall, for the purposes of the performance of custodial services hereunderthis Agreement, that any unauthorized disclosure or misuse of be deemed to place such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, Information in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofpublic domain.

Exceptions. The Parties’ respective restrictions and obligations under set forth in Section 15.1 12.1, 12.3 and 12.7 will not apply to any such information: (a) that is, as of Confidential Information: 12.2.1. which is or becomes generally available to the time of its disclosure or thereafter becomes, public through no fault on the part of the public domain through Receiving Party; 12.2.2. which is lawfully in the possession of the Receiving Party (other than pursuant to the terms of this Agreement, the Option Agreement, each License Agreement, any Ancillary Agreement or any other related agreement), without restriction as to its disclosure, prior to the disclosure of such information by or on behalf of the Disclosing Party or the Company, as reasonably evidenced by appropriate documentation; 12.2.3. which lawfully becomes available to the Receiving Party from a source other than the receiving Party; (b) that was known to Disclosing Party and the receiving Party Company without any duty as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that or non-use; 12.2.4. which is independently developed or otherwise created by the receiving Receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation other than pursuant to the disclosing Party terms of this Agreement, the Option Agreement, each License Agreement, any Ancillary Agreement or (eany other related agreement) that without the use of any Confidential Information of the Disclosing Party, as reasonably evidenced by appropriate documentation; or 12.2.5. which is required to be disclosed or provided to any court, government or regulatory body of competent jurisdiction (including any relevant securities exchange) (i) pursuant to applicable lawApplicable Laws, rulejudgment, regulationdecree or order; (ii) as necessary to make regulatory filings and communications related to the ▇▇▇▇▇▇▇▇▇ Compounds or any Products; or (iii) for the purpose of asserting or defending against any claims relating to Intellectual Property Rights, including, in particular, any action taken to protect and enforce Intellectual Property Rights; provided, however, that (x) any such information disclosed pursuant to this Section 12.2.5 will be disclosed only to the extent required by Applicable Laws, judgment, decree or order; (y) except with respect to required disclosure to tax authorities, the Party seeking to disclose or provide such information will give the other Parties prompt written notice of such requirement of any law enforcement agency, court order or and fully cooperate with the other legal process or at the request of a regulatory authority. The Parties acknowledge so that the existence other Parties and/or the Company (as the case may be) may obtain reasonable assurances [**] Certain information in this document has been omitted and terms of this Agreement are required filed separately with the Securities and Exchange Commission. that confidential treatment will be accorded to be publicly disclosed by the Funds pursuant to applicable law. Without such information; and (z) without limiting the generality of the preceding paragraphsforegoing, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdingsthe Parties will use commercially reasonable efforts to ensure that, that disclosure of any and all such information subject to BNY Mellon hereunder is made strictly under Applicable Laws, the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes list of the performance Products is redacted from any copy of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereofthis Agreement, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Option Agreement, each License Agreement and at law any Ancillary Agreement required to be filed with any government or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofregulatory body.

Exceptions. The Parties’ respective obligations under Section 15.1 will Clause 12.1 (Non-disclosure of Confidential Information) shall not apply if and to any such informationthe extent that: (a) that is, as of the time of its disclosure or thereafter becomes, part of Confidential Information is in the public domain through a source (other than the receiving Party; (b) that was known to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event reason of a breach of Section 15.1 hereofany obligation of confidentiality applicable to the Receiving Group); such Confidential Information was known by the Receiving Group (without any obligation of confidentiality in respect of it) prior to the first disclosure of such information to the Receiving Group by (or on behalf of) the Disclosing Group; such Confidential Information is disclosed to the Receiving Group on a non- confidential basis by person(s) other than by the Disclosing Group (or person(s) acting on its behalf) in circumstances where the Receiving Group reasonably believed that such disclosure was lawfully made without breach of any obligation of confidentiality by such person(s); the Disclosing Party has consented in writing to such disclosure and/or use of such Confidential Information or has otherwise confirmed in writing that such Confidential Information is not confidential; or disclosure is made by outside consultants or advisors engaged by or on behalf of the disclosing Party and acting in that capacity in connection with the Project (including insurance, tax and legal advisors); disclosure is made to the Lender and to any Affiliate, advisor, agent, trustee or representative of the Lender; such disclosure or use is required by Law, the non-breaching Buyer pursuant to the PPA, the rules of any investment exchange to which the Receiving Group may be subject or by any competent Authority having jurisdiction over the Receiving Group. If disclosure or use is to be made pursuant to Clause 12.2(a) then if permitted by Law, the Receiving Party shall (consult with the Disclosing Party reasonably in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity advance of posting any bond or surety, to restrain such disclosure or misuseuse so as to permit the Disclosing Party reasonable opportunity to review and comment on such disclosure or intended use and if so desired by the Disclosing Party, in whole for the Disclosing Party to take any reasonable action to prevent or in part, of any information in violation of Section 15.1 hereofrestrict such disclosure or use.

Exceptions. The Parties’ respective obligations under Section 15.1 will not apply to any such information: (a) that isIf the Receiving Party is required by Law, as legal process, any Governmental Authority or the rules of a securities exchange to disclose any Confidential Information, the time Receiving Party shall: (i) provide prompt written notice to the Disclosing Party so the Disclosing Party may seek a protective order, narrow the scope of its disclosure or thereafter becomespursue another appropriate remedy or waive its rights under this Article 8; (ii) reasonably cooperate as reasonably requested by the Disclosing Party to seek a protective order, part narrow the scope of disclosure or pursue another appropriate remedy; and (iii) disclose only the public domain through portion of Confidential Information it is legally required to furnish. If a source protective order or other than remedy is not obtained, or the receiving Disclosing Party waives compliance under this Article 8, the Receiving Party shall, at the Disclosing Party; ’s expense, use reasonable efforts to obtain assurance that the Confidential Information will be afforded confidential treatment. (b) that was known to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of Nothing contained in this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon shall restrict either Party or any of its employees or agentsAffiliates with respect to any disclosure of, or with respect to, this Agreement (i) in compliance with any trading securities laws (including the Securities Act and the Exchange Act), the rules and regulations of the Securities and Exchange Commission, the rules of any securities exchange on the basis which any securities of such information Party or any of its Affiliates are listed, or the Law of any state or other jurisdiction applicable to such Party or any of its Affiliates, provided that Receiving Party has complied with the terms of Section 8.2(a) to the extent permitted by anyone in receipt Law or (ii) pursuant to the terms of a commercially reasonable, written non-disclosure agreement, to any Sublicensee, source of debt or equity financing, acquiror, or joint venturer of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordinglyin each case, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law whether actual or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofprospective.

Exceptions. The Parties’ respective obligations under Section 15.1 will not apply to any such information: (a) that is, as The provisions of Clause 16.1 above shall not apply to: (i) disclosure with the Consent of the time Parties (as applicable) (it is hereby clarified that disclosure to Investor’s Affiliates, whether being one of its the Investors or not, shall be permitted at all times; provided that such Investor’s Affiliate is bound by confidentiality obligations no less onerous than those imposed by this Clause 16); (ii) disclosure of information that is or thereafter becomes, part of comes into the public domain or becomes generally available to the public otherwise than through the act or omission of or as a source other result of disclosure by or at the direction of the Investor; (iii) disclosure by a Party to its Representatives and/or Affiliates on a need-to-know basis for the purpose of evaluating, implementing, reviewing or analysing this Agreement or the Ancillary Agreements or the transactions contemplated hereby or thereby, provided, however, that such Representatives and/or Affiliates are bound by confidentiality obligations no less onerous than those imposed by this Clause 16; (iv) disclosures necessary under the circumstances, to the extent required by Law, any court of competent jurisdiction or any competent judicial, governmental, supervisory or regulatory body or under judicial process, provided the relevant Party is informed of such disclosure, simultaneously or prior to such disclosure and the receiving PartyParty shall provide all reasonable support to the relevant Party to obtain a protective order and if no such order can be obtained or such requirement is waived in writing, then, shall disclose only such portion of the information as is reasonably required to be disclosed; (v) information disclosed by the Company in the Ordinary Course of Business; or (vi) disclosures (i) for the purpose of performing obligations or exercising rights (including remedies) under this Agreement or the Ancillary Agreements; (ii) to investment bankers and in road shows and offering documents in connection with a Strategic Sale, strictly on a need-to-know basis; or (iii) to a proposed transferee/purchaser of Investor Securities and their professional advisors in connection with permitted Transfer of Equity Securities, subject to securing customary confidentiality obligations from such Persons. (b) that was known The Company authorises the Investor to consult fully regarding the Company and the Group and to disclose Confidential Information (or permit the disclosure of Confidential Information): (i) to the receiving Party Investor’s lenders, bankers and auditors, general partners and limited partners; (ii) to any other investors or proposed investors in the Company, subject to such other investors or proposed investors being bound by similar confidentiality obligations as applicable to the Investor hereunder; (iii) to any proposed syndicatee or transferee or proposed transferee of the time Investor Securities in the Company; (iv) to any Investor’s Affiliates; (v) to the professional advisers of its disclosure and was not otherwise each of the Persons listed in (i) to (iii) above; (vi) as required by Law, subject to confidentiality obligationsthe condition stipulated in the foregoing provision; and (vii) as required by any stock exchange or any regulatory authority to which the relevant Investor is subject. (c) that is independently developed by Any Investor Director may, subject to his or her fiduciary obligations under applicable Law: (i) report to the receiving Party without reference Investor Group on the affairs of the Company and the Group; and (ii) disclose Confidential Information as shall reasonably be required to such information; the Investor or the Group. (d) that is subsequently learned from a third party not known to be under a confidentiality obligation Notwithstanding anything to the disclosing Party or (e) that contrary, the Investor undertakes to subject any Person to whom it discloses any Confidential Information, as it is required permitted to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and do so in terms of this Agreement are required Clause16, to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions same standards of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted obligations as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to Investor under this Agreement and at law or in equity) be entitled shall also cause such Person to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofcomply with these obligations.

Exceptions. The Parties’ respective obligations under Section 15.1 will of Sections 2(a)-(c) of this Agreement shall not apply to any such information: information which is (ai) that isnow or becomes generally available to the public in the future, as other than through acts or omissions of the time Receiving Party or its Representatives in violation of its disclosure or thereafter becomesthis Agreement, part (ii) lawfully obtained by the Receiving Party from sources independent of the public domain through a source other than the receiving Disclosing Party; (b) that provided such source was known not, to the receiving Receiving Party’s knowledge, bound by a confidentiality agreement with the Disclosing Party as of the time of its disclosure and was not or otherwise subject to confidentiality obligations; prohibited from transmitting such information by contractual, legal, fiduciary or other obligation, or (ciii) that is independently developed by the receiving Receiving Party or the Receiving Party’s Representatives without the benefit or usage of or reference to such information; (d) the Confidential Information. The fact that information included in the Confidential Information is subsequently learned from a third party not known to be under a confidentiality obligation or becomes otherwise available to the disclosing Receiving Party or its Representatives under clauses (ei) through (iii) above shall not relieve the Receiving Party or its Representatives of the prohibitions of the confidentiality provisions of this Agreement with respect to the balance of the Confidential Information. Notwithstanding anything to the contrary set forth herein, in the event that either Party or any of its Representatives is required to be disclosed pursuant to applicable (by law, rule, regulation, requirement of any law enforcement agency, court order or legal process) to disclose any of the Confidential Information or any of the information which is subject to the provisions of Section 2(d) above, such Party will provide the other Party with prompt written notice of such requirement prior to disclosure so that such Party may seek a protective order or other appropriate remedy. In the event that such protective order or other remedy is not obtained within the time limit of the requested or legally required disclosure, the Party compelled to disclose Confidential Information will furnish only that portion of the Confidential Information or take only such action as is requested or legally required based upon the advice of its legal process counsel and will use commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded any Confidential Information (or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are other information required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have kept confidential pursuant to this Agreement and at law Agreement) so furnished. The Receiving Party shall cooperate with any reasonable action requested by the Disclosing Party to obtain a protective order or in equity) other reliable assurance that confidential treatment will be entitled accorded to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofConfidential Information.

Exceptions. The Parties’ respective obligations under in Section 15.1 will 8.1 shall not apply with respect to any such information: (a) that is, as portion of the time of its disclosure or thereafter becomes, part Confidential Information of the public domain through a source other than Disclosing Party that the receiving Party; (b) that Receiving Party can show by competent written proof: 8.2.1 was known to the receiving Receiving Party as of the time or any of its Affiliates, without any obligation to keep it confidential or any restriction on its use, prior to disclosure by the Disclosing Party; 8.2.2 is subsequently disclosed to the Receiving Party or any of its Affiliates by a Third Party lawfully in possession thereof and was not without any obligation to keep it confidential or any restriction on its use; 8.2.3 is published by a Third Party or otherwise subject becomes publicly available or enters the public domain, either before or after it is disclosed to confidentiality obligationsthe Receiving Party, without any breach by the Receiving Party of its obligations hereunder; (c) that or 8.2.4 is independently developed by or for the receiving Receiving Party or its Affiliates without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to or reliance upon the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Disclosing Party’s Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm Notwithstanding anything to the other Partycontrary in this Agreement or any Development & Commercialization Agreement, for which money damages will not provide an adequate remedy. Accordinglya Receiving Party may use any learning, skills, ideas, concepts, techniques, know-how and information, including general chemistry methodologies and general SAR (structure-activity relationship) concepts, retained in intangible form in the event unaided memory of the Receiving Party’s directors, employees, contractors, advisors, agents and other personnel of the Receiving Party who had access to the Disclosing Party’s Confidential CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Information (collectively, “Residual Information”) for any purpose, provided that this right to use Residual Information does not represent a breach license to any Patents Controlled by the Disclosing Party. For purposes of Section 15.1 hereofclarity, nothing contained in the non-breaching preceding sentence gives the Receiving Party shall (the right to publish or otherwise disclose or use the tangible source of any Residual Information for any purpose other than as provided for in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) any Development & Commercialization Agreement. A personnel’s memory will be entitled to an injunctionconsidered unaided only if such person has not intentionally memorized the information for the purpose of retaining and/or subsequently recording, without the necessity of posting any bond publishing, disclosing or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofusing it.

Exceptions. The Parties’ respective obligations under Section 15.1 will not apply A Party shall be entitled to use or disclose any such information: Information to the extent: (a) that is, as of the time of its disclosure such Information is or thereafter becomes, part of becomes generally known to the public domain other than through a source breach of this Agreement or any other than obligation of confidentiality between the receiving Party; Parties; (b) such Information is lawfully obtained by that was known to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not or parties without breach of this Agreement or any other obligation of confidentiality between the Parties, as shown by documentation sufficient to establish the third party as the source of such Information and to the knowledge of the disclosing Party, without such disclosure constituting a breach by such third party or parties of an obligation of confidentiality; (c) such Information is comprised of technical information and was already known to be under a confidentiality obligation the Party prior to receipt thereof from the other Party, as shown by documentation sufficient to establish such knowledge; (d) such disclosure is required in connection with any regulatory, legal or administrative proceeding, the issues of which touch on such Information; provided that where circumstances permit prior to disclosure the disclosing Party shall notify the other Party in writing of such proposed disclosure and at the other Party’s request (and expense) the disclosing Party shall either apply for appropriate court or other orders to preserve the confidentiality of such Information or only disclose such Information to Persons who shall have agreed in writing not to use or disclose such Information to the same extent that the disclosing Party is precluded from using or disclosing such Information under this Agreement; (e) that such disclosure is required to be disclosed pursuant to applicable law, rule, regulation, requirement by law or competent authority of any law enforcement agency, court order or governmental body; provided that where the circumstances permit prior to disclosure (other legal process or at than any disclosure required by applicable securities laws) the request of a regulatory authority. The Parties acknowledge that disclosing Party shall notify the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure other Party in writing of any such proposed disclosure and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to at the other Party, ’s request (and expense) apply for which money damages will not provide an adequate remedy. Accordingly, in appropriate court or other orders to preserve the event confidentiality of a breach of Section 15.1 hereof, such Information; (f) the non-breaching other Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without provided its prior written approval for such disclosure by the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofdisclosing Party.

Exceptions. The Parties’ respective obligations under Section 15.1 will not apply Each Party may disclose Confidential Information belonging to any the other Party to the extent such information: disclosure is necessary in the following instances: (a) filing or prosecuting patents as permitted by this Agreement in order to obtain Patent Rights that is, as of the time of its disclosure or thereafter becomes, part of the public domain through a source other than the receiving Party; Party is expressly permitted to obtain under this Agreement; (b) that was known to the receiving Party regulatory filings for Licensed Product as of the time of its disclosure and was not otherwise subject to confidentiality obligations; permitted by this Agreement; (c) that is independently developed prosecuting or defending litigation as permitted by the receiving Party without reference to such information; this Agreement; (d) complying with applicable court orders (or complying with oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) or governmental regulations or law, CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. DOUBLE ASTERISKS [**] DENOTE OMISSIONS. Page 41 of 52 including the rules of the U.S. Securities and Exchange Commission and any stock exchange; (e) disclosure to Third Party potential bona fide licensees or acquirors (except that is subsequently learned from in the case of Novo Nordisk Competitors, no Confidential Information of Novo Nordisk, other than a third party not known redacted copy of this Agreement, may be shared), in connection with due diligence or similar investigations by such Third Party licensees, and disclosure to potential Third Party investors in confidential financing documents, provided, in each case, that any such Third Party agrees to be under bound by reasonable obligations of confidentiality and non-use; and (f) Zosano may provide to ALZA Corporation a confidentiality obligation copy of this Agreement, redacted by Novo Nordisk to exclude any information not necessary for assessing ▇▇▇▇▇▇’s compliance with the disclosing ALZA Agreement; provided that, if a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Section 12.3(c), (d), or (e) it shall, except where impracticable, give reasonable advance notice to the other Party of such disclosure request or requirement so that the other Party may seek an appropriate protective order or other appropriate remedy or waive compliance with the provisions of this Agreement. The Party that is required to be disclosed pursuant make the disclosure shall reasonably cooperate with the other Party (at such other Party’s sole cost and expense) to applicable law, rule, regulation, requirement of any law enforcement agency, court obtain such a protective order or other legal process remedy. If such order or other remedy is not obtained, or the other Party waives compliance with the provisions of this Agreement, then such Party shall only disclose that portion of the Confidential Information which it is advised by counsel that it is legally required to so disclose and shall use reasonable efforts to obtain reliable assurance (at the request of a regulatory authority. The Parties acknowledge other Party’s sole cost and expense) that confidential treatment will be accorded the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable lawConfidential Information so disclosed. Without limiting the generality of the preceding paragraphsforegoing, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading Parties shall consult with each other on the basis provisions of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement to be redacted in any filings made by either Party with the U.S. Securities and at law Exchange Commission or in equity) be entitled to an injunction, without the necessity of posting any bond foreign counterpart or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofas otherwise required by law.

Exceptions. The Parties’ respective obligations provisions of Section 10.1 shall not prohibit disclosure or use if and to the extent: (i) the disclosure or use is required by any bankruptcy and/or insolvency proceedings, law, any regulatory body or any stock exchange; (ii) the disclosure or use is required for the purpose of any judicial proceedings arising out of this Agreement or any other agreement entered into under Section 15.1 will not apply or pursuant to any such information: this Agreement; (aiii) that is, as the disclosure is made to a tax authority in connection with the tax affairs of the disclosing Party; (iv) the disclosure is made to professional advisers, auditors, contractors, employees, officers, directors, governmental entities and non-governmental entities and bodies (to the extent the Services involve the preparation of filings, tax returns or other documents intended or required to be filed with such entities or bodies), or actual or potential bidders, investors, financiers or buyers of either Party on terms that such persons (other than governmental entities and non-governmental regulatory entities and bodies) undertake to comply with confidentiality obligations broadly equivalent to those set out in this Section 10, including, in particular, the lenders, together with their professional advisers, under the Amended and Restated Senior Secured Superpriority Debtor-in-Possession Credit Agreement dated April 28, 2017 under which SUNE is the borrower (as amended, restated, supplemented or otherwise modified from time to time, the “Replacement DIP Credit Agreement”), subject to the confidentiality provisions set forth in the Replacement DIP Credit Agreement; (v) the information is or becomes publicly available (other than by breach of its this Agreement); (vi) the other Party has given prior written approval to the disclosure or thereafter becomes, part of use; (vii) the public domain through a source other than the receiving Party; (b) that was known to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that information is independently developed after the Effective Date; (viii) the disclosure or use is made in connection with the rejection of any contracts or release of any claims related thereto by SUNE or its Debtor Affiliates in connection with the receiving Party without reference to such informationChapter 11 Cases; or (dix) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that disclosure is required to be disclosed pursuant enable a Party to meet any employee information or consultation obligations in accordance with applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge ; provided that the existence and terms of this Agreement are required prior to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information pursuant to Section 10.2(i) or 10.2(iii), the Party concerned shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of promptly notify the obligation hereunder and under applicable law to prevent unauthorized disclosure other Party of such Confidential Information. The Parties acknowledge and agree requirement with a view to providing that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm other Party with the opportunity to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain contest such disclosure or misuse, in whole use or in part, otherwise to agree the timing and content of any information in violation of Section 15.1 hereofsuch disclosure or use.

Exceptions. The Parties’ respective obligations under of this Section 15.1 will 12 shall not apply to Confidential Information that: (i) is submitted to a Regulatory Authority to facilitate the issuance of, or otherwise in connection with, correspondence and/or submissions filed for any Regulatory Approval of a Product, provided, that, reasonable measures shall be taken to assure confidential treatment of such information: ; (aii) that isis provided by the Recipient to third parties under confidentiality agreements having provisions at least as stringent as those in this Agreement, as for consulting, manufacturing development, manufacturing, external testing and marketing research with respect to any of the time subject matter of its disclosure this Agreement; and, with respect to JAH, to third parties who are actual or thereafter becomes, part potential Sublicensees or other development/marketing partners of the public domain through a source other than the receiving Party; JAH; (biii) that was known to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed provided by the receiving Party without reference Recipient to actual or prospective investors, or to a Party’s accountants, attorneys and other professional advisors, and in the case of disclosure to such information; prospective investors, accountants, attorneys and advisors, in each such case, only under confidentiality terms having provisions at least as stringent as those in this Section 12; (div) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is otherwise required to be disclosed pursuant to applicable lawin compliance with Applicable Laws or regulations (including, rulewithout limitation and for the avoidance of doubt, regulationthe requirements of the U.S. Securities and Exchange Commission, requirement of or any law enforcement agency, other stock exchange on which securities issued by a Party are traded) or order by a court order or other legal process or at the request governmental authority having competent jurisdiction; provided, that, if a Recipient is required to make any such disclosure of a regulatory authority. The Parties acknowledge that Discloser’s Confidential Information, the existence and terms Recipient will give reasonable advance written notice to the Discloser of this Agreement are such disclosure requirement and, except to the extent inappropriate in the case of patent applications, will use its Commercially Reasonable Efforts to secure confidential treatment of such Confidential Information required to be publicly disclosed by disclosed; or (v) is submitted to a patent-granting government authority/agency in connection with the Funds pursuant Patents related to applicable law. Without limiting the generality of the preceding paragraphsa Product, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdingsprovided, that disclosure of any and all such information that, reasonable measures shall be taken to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt assure confidential treatment of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereof.

Exceptions. The Parties’ respective restrictions and obligations under set forth in Section 15.1 12.1, 12.3 and 12.7 will not apply to any such information: (a) that is, as of Confidential Information: 12.2.1. which is or becomes generally available to the time of its disclosure or thereafter becomes, public through no fault on the part of the public domain through Receiving Party; 12.2.2. which is lawfully in the possession of the Receiving Party (other than pursuant to the terms of this Agreement, the Option Agreement, each License Agreement, any Ancillary Agreement or any other related agreement), without restriction as to its disclosure, prior to the disclosure of such information by or on behalf of the Disclosing Party or the Company, as reasonably evidenced by appropriate documentation; 12.2.3. which lawfully becomes available to the Receiving Party from a source other than the receiving Party; (b) that was known to Disclosing Party and the receiving Party Company without any duty as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that or non-use; 12.2.4. which is independently developed or otherwise created by the receiving Receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation other than pursuant to the disclosing Party terms of this Agreement, the Option Agreement, each License Agreement, any Ancillary Agreement or (eany other related agreement) that without the use of any Confidential Information of the Disclosing Party, as reasonably evidenced by appropriate documentation; or 12.2.5. which is required to be disclosed or provided to any court, government or regulatory body of competent jurisdiction (including any relevant securities exchange) (i) pursuant to applicable lawApplicable Laws, rulejudgment, regulationdecree or order; (ii) as necessary to make regulatory filings and communications related to the ▇▇▇▇▇▇▇▇▇ Compounds or any Products; or (iii) for the purpose of asserting or defending against any claims relating to Intellectual Property Rights, including, in particular, any action taken to protect and enforce Intellectual Property Rights; provided, however, that (x) any such information disclosed pursuant to this Section 12.2.5 will be disclosed only to the extent required by Applicable Laws, judgment, decree or order; (y) except with respect to required disclosure to tax authorities, the Party seeking to disclose or provide such information will give the other Parties prompt written notice of such requirement of any law enforcement agency, court order or and fully cooperate with the other legal process or at the request of a regulatory authority. The Parties acknowledge so that the existence other Parties and/or the Company (as the case may be) may obtain reasonable assurances that confidential treatment will be accorded to such information; and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without (z) without limiting the generality of the preceding paragraphsforegoing, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdingsthe Parties will use commercially reasonable efforts to ensure that, that disclosure of any and all such information subject to BNY Mellon hereunder is made strictly under Applicable Laws, the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes list of the performance Products is redacted from any copy of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereofthis Agreement, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Option Agreement, each License Agreement and at law any Ancillary Agreement required to be filed with any government or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofregulatory body.

Exceptions. The Parties’ respective obligations under Section 15.1 will (a) This Clause 29 shall not apply to the extent that the Recovering Finance Party (including, for these purposes pursuant to paragraph (c) below, the Hedging Counterparty) would not, after making any such information: (a) that ispayment pursuant to this Clause, as of have a valid and enforceable claim against the time of its disclosure or thereafter becomes, part of the public domain through a source other than the receiving Party; relevant Obligor. (b) that was known A Recovering Finance Party (including, for these purposes pursuant to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; paragraph (c) below, the Hedging Counterparty) is not obliged to share with any other Finance Party any amount which the Recovering Finance Party (including, for these purposes pursuant to paragraph (c) below, the Hedging Counterparty) has received or recovered as a result of taking legal or arbitration proceedings, if: (i) it notified that other Finance Party, of the legal or arbitration proceedings; and (ii) that other Finance Party, had an opportunity to participate in those legal or arbitration proceedings but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings. (c) This Clause 29 shall apply with the following modifications after the Security Documents have become enforceable and the Facility Agent has notified the other Finance Parties that this Clause 29.5(c) is independently developed operative: (i) paragraphs (b) and (c) of Clause 29.1 (Payments to Finance Parties) and Clauses 29.2 (Redistribution of Payments), 29.3 (Recovering Finance Party's Rights) and 29.4 (Reversal of Redistribution) shall not apply, and references to a "Recovering Finance Party" in Clause 29.1 and in this paragraph (c) shall be deemed to include the Hedging Counterparty; (ii) the Recovering Finance Party shall, at the same time as notifying the Facility Agent in accordance with Clause 29.1(a) (Payments to Finance Parties), pay an amount equal to such receipt or recovery to the Facility Agent (or directly to the Security Agent in the case of the Hedging Counterparty), which shall pay an amount equal to such amount to the Security Agent; (iii) the Security Agent shall treat the amount paid to it under paragraph (ii) above as moneys which are by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed applied by it in accordance with Clause 27.5 (Application of Proceeds) on account of, or in connection with, the obligations of the relevant Obligor under the Finance Documents and shall deal with the same accordingly; (iv) on a distribution by the Funds pursuant to applicable law. Without limiting the generality Security Agent under Clause 27.5 (Application of Proceeds) of the preceding paragraphsamount paid to it by the Facility Agent or the Hedging Counterparty under paragraph (ii) above, BNY Mellon acknowledges the Recovering Finance Party will be subrogated to the rights of the other Finance Parties which have shared in the redistribution; (v) if and agrees to the extent that Customers are prohibited the Recovering Finance Party is not able to rely on its rights under paragraph (iv) above, the relevant Obligor shall be liable to the Recovering Finance Party for a debt equal to the amount of such receipt or recovery which is immediately due and payable; and (vi) if any part of the receipt or recovery becomes repayable and is repaid by law from making selective public disclosure that Recovering Finance Party, then: (A) each other Finance Party shall, upon request of information regarding portfolio holdingsthe Security Agent (through the Facility Agent in the case of the Lenders and the Arranger), pay to the Security Agent for transmission to that disclosure Recovering Finance Party in accordance with paragraphs (B) and (C) below such amount as the Security Agent shall determine and certify to be necessary to ensure that each Secured Finance Party (including that Recovering Finance Party) bears an appropriate proportion of the repayment made by that Recovering Finance Party (such determination to be made in a manner which is consistent with the order of distribution set out in Clause 27.5 (Application of Proceeds) and the indemnities contained in this Agreement); (B) the Security Agent shall, upon receipt of each amount paid to it under paragraph (A) above, pay an amount equal to such amount to the Facility Agent or the Hedging Counterparty, as the case may be; (C) if paid to the Facility Agent under paragraph (B), the Facility Agent shall, upon receipt of each amount paid to it under paragraph (B) above, pay an amount equal to such amount to that Recovering Finance Party; and (D) that Recovering Finance Party's (including, for the avoidance of doubt, the Hedging Counterparty if the relevant Recovering Finance Party) rights of subrogation in respect of any payment made under paragraph (A) above shall be cancelled and all the relevant Obligor will be liable to the Finance Party making such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely payment for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofamount so paid.

Exceptions. The Parties’ respective obligations under Section 15.1 will not apply to any such informationConfidential Information excludes information that: (a) that is, as of was in the public domain at the time of its disclosure it was disclosed or thereafter becomes, part of has become in the public domain through no fault of the Receiving Party; (b) becomes known to the Receiving Party through lawful means, at the time of disclosure, and was acquired by such Receiving Party after the Effective Date as demonstrated by the Receiving Party; (c) was independently developed by the Receiving Party without any use of the Confidential Information; or (d) becomes known to the Receiving Party, without restriction, from a source other than the receiving Providing Party; provided that such information was provided (bi) under the circumstances of disclosure that was known the Receiving Party does not have a duty of non-disclosure owed to such third party, (ii) to the receiving Party as Receiving Party’s knowledge, the disclosing party’s disclosure is not violative of a duty of non-disclosure owed to another, including the time of its Receiving Party, and (iii) the disclosure and was by the third party is not otherwise subject to confidentiality obligations; (c) that is independently developed by unlawful. In the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge event that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphsReceiving Party, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees representatives, becomes legally compelled by deposition, interrogatory, request for documents, subpoena, civil investigative demand or agentssimilar judicial or administrative process to disclose any Providing Party’s Confidential Information, or any trading on the basis Receiving Party shall provide prompt prior written notice of such information by anyone in receipt of requirement and cooperate with the Providing Party to obtain a protective order or similar remedy to cause the Providing Party’s Confidential Information not to be disclosed, including interposing all available objections thereto. In the event that such information) may constitute a criminal offense of trading on protective order or tipping of material inside information regarding publicly traded securitiesother similar remedy is not obtained, the Receiving Party shall furnish only that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access portion of the obligation hereunder Providing Party’s Confidential Information that has been legally compelled and under applicable law shall exercise commercially reasonable efforts to prevent unauthorized disclosure of obtain assurance that “highly confidential” treatment will be accorded such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereof.

Exceptions. 9.3.1. The Parties’ respective obligations under this Section 15.1 will 9 shall not apply to any information to the extent the receiving Party can demonstrate by competent evidence that such information: : (a) that is, as of is (at the time of its disclosure disclosure) or thereafter becomes, becomes (after the time of disclosure) known to the public or part of the public domain through a source other than no breach of this Agreement by the receiving Party; Party or any Recipients to whom it disclosed such information; (b) that was known to, or was otherwise in the possession of, the receiving Party prior to the time of disclosure by the disclosing Party; (c) is disclosed to the receiving Party as of the time of its disclosure and was not otherwise subject on a non-confidential basis by a Third Party who is entitled to confidentiality obligations; (c) that is independently developed by the receiving Party disclose it without reference to such information; (d) that is subsequently learned from a third party not known to be under a breaching any confidentiality obligation to the disclosing Party; or (d) is independently developed by or on behalf of the receiving Party or (e) any of its Affiliates, as evidenced by its written records, without use or access to the Confidential Information. 9.3.2. The restrictions set forth in this Section 9 shall not apply to any Confidential Information that the receiving Party is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, disclose under Applicable Laws or a court order or other legal process governmental order or at the request of a regulatory authority. The Parties acknowledge to enforce any Patent Rights under Section 8, provided that the existence receiving Party: (a) provides the disclosing Party with prompt notice of such disclosure requirement if legally permitted, (b) affords the disclosing Party an opportunity to oppose or limit, or secure confidential treatment for such required disclosure and terms (c) if the disclosing Party is unsuccessful in its efforts pursuant to subsection (b), discloses only that portion of this Agreement are the Confidential Information that the receiving Party is legally required to be publicly disclosed disclose as advised by the Funds pursuant receiving Party’s legal counsel. 9.3.3. In the event that PFIZER wishes to applicable law. Without limiting the generality assign, pledge or otherwise transfer its rights to receive some or all of the preceding paragraphsMilestone Payments and Royalties payable hereunder, BNY Mellon acknowledges and agrees PFIZER may disclose to a Third Party Confidential Information of LICENSEE in connection with any such proposed assignment, provided that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all PFIZER shall hold such information Third Parties to BNY Mellon hereunder is made strictly under the conditions written obligations of confidentiality with terms and conditions at least as restrictive as those set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Informationthis Agreement. 9.3.4. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in In the event that LICENSEE wishes to enter into a sublicense in accordance with Section 2, LICENSEE may disclose to a Third Party Confidential Information of a breach PFIZER in connection with any such proposed sublicense, provided that LICENSEE shall hold such Third Parties to written obligations of Section 15.1 hereof, the non-breaching Party shall (confidentiality with terms and conditions at least as restrictive as those set forth in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofAgreement.

Exceptions. The Parties’ respective Notwithstanding Section 6.04(a), at any time prior to obtaining Company Stockholder Approval, so long as none of the Company, its Subsidiaries or their Representatives have breached or taken any action inconsistent with the Company’s obligations under Section 15.1 will not apply to any such information: 6.04(a): (ai) that is, as of the time of its disclosure or thereafter becomes, part of the public domain through a source other than the receiving Party; (b) that was known subject to the receiving required fiduciary determinations provided below, the Company, directly or indirectly through advisors, agents or other intermediaries, may (A) engage in negotiations or discussions with any Third Party as and its Representatives or financing sources that has made after the date of this agreement a bona fide written unsolicited Acquisition Proposal that the time Board of Directors determines in good faith after consultation with outside legal counsel and its disclosure financial advisor would reasonably be expected to constitute or result in a Superior Proposal and was not otherwise subject to confidentiality obligations; (cB) that is independently developed by the receiving Party without reference furnish to such information; Third Party making such Acquisition Proposal referred to in the foregoing clause (dA) that is subsequently learned from a third party not known to be under a confidentiality obligation or its Representatives or its financing sources non-public information relating to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon Company or any of its employees or agents, or any trading on Subsidiaries pursuant to a confidentiality agreement (a copy of which shall be provided for informational purposes only to Parent) with such Third Party with terms no less favorable to the basis of such information by anyone Company than those contained in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, the Confidentiality Agreement (prior to giving effect to Section 7.01); provided that access to and use of any and all such information shall be restricted (to the extent that such information has not been previously provided or made available to Parent) is provided or made available to Parent, as described in Section 15.1 hereofthe case may be, prior to or substantially concurrently with the time it is provided or made available to such Third Party) and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree (C) take any nonappealable, final action that any breach court of Section 15.1 hereof would cause not only financial damage, but irreparable harm competent jurisdiction orders the Company to take; (ii) subject to the required fiduciary determinations and compliance with the Notice Period and other Partyrelated provisions provided below, for which money damages will the Board of Directors may make an Adverse Recommendation Change (A) in connection with a bona fide written unsolicited Acquisition Proposal (that did not provide an adequate remedy. Accordingly, in the event arise out of a breach of this Section 15.1 hereof6.04) that the Board of Directors concludes in good faith constitutes a Superior Proposal or (B) in connection with an Intervening Event; and (iii) subject to the required fiduciary determinations and compliance with the Notice Period and other related provisions provided below, the non-breaching Party shall Company may terminate this Agreement to enter into a definitive agreement with respect to a bona fide written unsolicited Acquisition Proposal (that did not arise out of a breach of this Section 6.04) that the Board of Directors concludes in addition good faith constitutes a Superior Proposal (a “Superior Proposal Termination”); provided that concurrently with such Superior Proposal Termination the Company pays the Company Termination Fee payable pursuant to all other rights Section 11.04 and remedies they may have enters into such definitive agreement and, provided further that any purported termination pursuant to this clause (iii) shall be void and of no force or effect, unless concurrently with such termination the Company pays the Company Termination Fee payable pursuant to Section 11.04 and otherwise complies with the provisions of this Section 6.04; in each case referred to in the foregoing clauses (i), (ii) and (iii) ONLY IF the Board of Directors of the Company determines in good faith, after consultation with outside legal counsel and its financial advisor, that the failure to take such action would be inconsistent with its fiduciary duties under the laws of the State of Delaware, and, further, in the case of clauses (ii) and (iii), ONLY IF, prior to effecting any Adverse Recommendation Change or Superior Proposal Termination (1) the Company notifies Parent in writing, at least five Business Days prior to effecting such Adverse Recommendation Change or Superior Proposal Termination (the “Notice Period”), of its intention to effect such Adverse Recommendation Change or Superior Proposal Termination (which notice shall, if in connection with (ii)(A) or (iii), include the terms and conditions of such Superior Proposal, the identity of the Third Party, and a copy of the most recent draft of any written agreement relating thereto (it being understood and agreed that any material amendment to the terms of such Superior Proposal shall require a new Notice Period of at least two Business Days), or, if in connection with an Intervening Event, shall include reasonable detail regarding the Intervening Event), (2) during the applicable Notice Period the Company negotiates with Parent in good faith (to the extent Parent wishes to negotiate) to make such adjustments to the terms and conditions of this Agreement such that the Superior Proposal ceases to be a Superior Proposal or the Adverse Recommendation Change in response to the Intervening Event is no longer necessary, as applicable and (3) at law the end of the Notice Period, the Board of Directors determines in good faith, after consultation with its outside legal counsel and financial advisor that such Superior Proposal continues to meet the definition of “Superior Proposal” or the Intervening Event continues to necessitate an Adverse Recommendation Change, as applicable. In addition, nothing contained herein shall prevent the Board of Directors from (i) complying with Rule 14e-2(a) under the 1934 Act with regard to an Acquisition Proposal so long as any action taken or statement made to so comply is consistent with this Section 6.04; provided that any such action taken or statement made that relates to an Acquisition Proposal shall be deemed to be an Adverse Recommendation Change unless the Board of Directors reaffirms the Company Board Recommendation in such statement or in equityconnection with such action or (ii) be entitled to an injunctionissuing a “stop, without the necessity of posting any bond or surety, to restrain look and listen” disclosure or misuse, in whole or in part, similar communication of any information in violation of Section 15.1 hereofthe type contemplated by Rule 14d-9(f) under the 1934 Act.

Exceptions. The Parties’ respective Receiving Party’s obligations under Section 15.1 will not apply 8.1 with respect to any Confidential Information will terminate to the extent that the Receiving Party can demonstrate that such information: (a) that is, as of was already known to the Receiving Party at the time of its disclosure or thereafter becomes, part of by the public domain through a source other than Disclosing Party as evidenced by the receiving Receiving Party’s contemporaneous written records; (b) that was known is disclosed to the receiving Receiving Party as by a third party who had the right to make such disclosure without breach of the time of its disclosure and was not otherwise subject to any confidentiality obligationsrestrictions; (c) that is, or through no fault of the Receiving Party has become, generally available to the public; or (d) is independently developed by the receiving Receiving Party without reference access to, or use of, the Confidential Information as evidenced by the Receiving Party’s contemporaneous written records. In addition, (i) the Receiving Party will be allowed to disclose: (x) the Confidential Information of the Disclosing Party to the extent that such disclosure is previously and expressly approved in writing by the Disclosing Party on a case-by-case basis or required by applicable law or by the order of a court or similar judicial or administrative body, provided that the Receiving Party notifies the Disclosing Party of such required disclosure promptly and in writing prior to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to disclosure and cooperates with the disclosing Party or (e) that is required to be disclosed pursuant to applicable lawDisclosing Party, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the Disclosing Party’s reasonable request and expense, in any lawful action to contest or limit the scope of a regulatory authority. The Parties acknowledge that such required disclosure and (y) the existence and key terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse as part of such information Receiving Party’s normal reporting, rating, or review procedure (including by BNY Mellon normal credit rating and pricing process), or, in connection with such Receiving Party’s or any of its employees or agentsAffiliates’ normal fund raising activities or, or any trading on to the basis of extent applicable, the Receiving Party’s discussions with third parties regarding possible strategic alternatives (provided that, in each case, the persons receiving such information by anyone Confidential Information agree in receipt writing to maintain the confidentiality of such information) may constitute a criminal offense of trading on ), but and in no event will any such third party be provided any Licensed Know-How, Improvements or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereofDocumentation, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder (ii) Licensor may disclose Confidential Information, including this Agreement, to its parent company, Caladrius, and under applicable law to prevent unauthorized disclosure of Caladrius may disclose such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm Information to the extent required under law (as determined by Caladrius in its sole discretion) in connection with reports, registration statements, prospectuses, proxy statements and other Party, for which money damages will not provide an adequate remedy. Accordingly, in documents it files with the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights Securities and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofExchange Commission.

Exceptions. (a) The Parties’ respective obligations under Section 15.1 will of confidentiality and nondisclosure shall not apply to any such information: Confidential Information which the Receiving Party can demonstrate by competent evidence (ai) that is, as of at the time of its disclosure or thereafter becomes, is in the public domain; (ii) after disclosure becomes part of the public domain through a source other than no act or omission by the receiving Receiving Party; (biii) that was known to in the receiving Party as possession of the time of its Receiving Party prior to disclosure and was not otherwise subject to confidentiality obligationsor development under this Agreement; (civ) that is rightly received by the Receiving Party, without obligation of secrecy, from a Third Party who was entitled to receive and transfer such; or (v) is independently developed by employees of the receiving Receiving Party without reference to such information; Confidential Information of the Disclosing Party. (db) that is subsequently learned from a third party not known The Receiving Party shall also be entitled to be under a confidentiality obligation to disclose the disclosing Party or Disclosing Party’s Confidential Information: (ei) that is required to be disclosed pursuant by applicable laws or regulations (including, without limitation, to applicable lawcomply with Securities and Exchange Commission, rulein accordance with generally accepted accounting principles, regulation, requirement or stock exchange disclosure requirements) or by order of any law enforcement agency, governmental body or a court order or other legal process or at of competent jurisdiction; (ii) to regulatory authorities for the request purpose of seeking regulatory approval of a regulatory authority. The Tocagen Product in the case of Tocagen or a Commercial Product in the case of Siemens; (iii) as may be necessary or appropriate in connection with the enforcement of this Agreement; (iv) as may be necessary to Third Parties acknowledge in connection with business transactions with the Parties, provided, that such Third Parties shall be bound by a confidentiality agreement obligating them to keep such information confidential consistent with the existence and terms of this Agreement are Agreement; and (v) as may be required otherwise, provided that the Receiving Party gives the Disclosing Party an outline of the material to be disclosed and the Disclosing Party shall consent to such disclosure; provided, that the Receiving Party required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all disclose such information shall use Commercially Reasonable Efforts to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis obtain confidential treatment of such information by anyone in receipt of such information) may constitute a criminal offense of trading on the agency or tipping of material inside information regarding publicly traded securities, that access court or other disclosee to and use of any and all such information shall be restricted as described in Section 15.1 hereofthe maximum permitted extent under law, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordinglythat, in the event case of disclosures under (i) shall provide the Disclosing Party with a breach copy of Section 15.1 hereof, the non-breaching Party shall (proposed disclosure in addition sufficient time to all other rights and remedies they may have pursuant allow reasonable opportunity to this Agreement and at law comment or in equity) be entitled institute legal action to an injunction, without the necessity of posting any bond or surety, to restrain prevent disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofthereon.

Exceptions. The Parties’ respective obligations under restrictions in this Section 15.1 will not apply to any such information: information that: (a) that is, as of the time of its disclosure or thereafter becomes, part of the public domain through a source other than the receiving Party; (b) that was known to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference to such informationparty; (db) is lawfully received by the receiving party free of any obligation to keep it confidential; or (c) becomes generally available to the public other than by breach of this Agreement. e) As part of conducting a background and/or criminal history investigation pursuant to Appendix A, Section 9.J, Customer or its designee, including the Texas Department of Public Safety, may obtain information regarding AT&T employees or subcontractors, which includes, but is not limited to, name, address, telephone number, driver’s license number, date of birth, health information, biometric data and other personal information obtained in connection with the investigation (collectively, “Sensitive Personal Information” or “SPI”). Customer and its designee(s) shall consider SPI to be private, sensitive and confidential. SPI may be subject to certain privacy laws and regulations and requirements, including requirements of AT&T, and requires a high degree of protection. Customer shall comply with all applicable privacy laws and regulations and must treat such SPI with the same degree of care as Customer would treat SPI of its own employees and subcontractors including, without limitation: (i) Collect SPI only as needed for a background and/or criminal history investigation or otherwise as permissible under this Agreement; (ii) Not use, disclose, or distribute any SPI except in connection with a background and/or criminal history investigation or otherwise as permissible under this Agreement; (iii) Store and transmit SPI securely, including without limitation encrypting SPI when it is at rest and being transmitted; (iv) Restrict access to SPI only to those employees of Customer or its designee(s) that is subsequently learned from a require access to perform the services under this Agreement; (v) Immediately notify AT&T if Customer becomes aware that (a) any of the above provisions has been breached; (b) any disclosure of SPI to any third party not known expressly permitted herein to receive or have access to SPI; or (c) any breach of, or other security incident involving, Customer’s systems or network that could cause or permit access to SPI inconsistent with the above- referenced provisions. Customer shall fully cooperate with AT&T in determining, as may be necessary or appropriate, actions that need to be under a confidentiality obligation to taken including the disclosing Party full scope of the breach, disclosure or (e) that is required security incident, corrective steps to be disclosed pursuant to applicable lawtaken by Customer, rule, regulation, requirement the nature and content of any notifications, law enforcement agencyinvolvement, court order or news/press/media contact etc., and Customer shall not communicate directly with any AT&T employee or subcontractor without AT&T’s consent, which such consent shall not be unreasonably withheld; and (vi) Implement any other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence administrative, physical, and terms of this Agreement are required technical safeguards to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphsensure proper use, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that protect against any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in partdisclosure, of any information in violation of Section 15.1 hereofSPI.

Exceptions. The Parties’ respective obligations under Section 15.1 will imposed by section 8(b) hereof shall not apply apply, or shall cease to apply, to any Confidential Information if or when, and to the extent that, such informationConfidential Information: (a) that is, as was known to the Recipient or the Recipient’s Affiliates prior to the receipt of the time of its disclosure Confidential Information from the Discloser or thereafter becomes, part of the public domain through a source other than the receiving PartyDiscloser’s Affiliates; (b) that was was, or becomes through no breach of the Recipient’s (or any of its Affiliates’) obligations hereunder, known to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligationspublic; (c) that becomes known to the Recipient or Recipient’s Affiliates from sources other than the Discloser or Discloser’s Affiliates under circumstances not involving any breach of any confidentiality obligation between such source and the Discloser or Discloser’s affiliates; (d) is independently developed by the receiving Party Recipient or the Recipient’s Affiliates, without any use of or reference to such informationthe Discloser’s Confidential Information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to by law or applicable lawlegal process, rule, regulation, requirement of any law enforcement agency, court order provided that the Recipient or the Recipient’s Affiliate(s) making such disclosure *** CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. shall (i) give the Discloser as much prior notice thereof as is reasonably practicable so that the Discloser may seek such protective orders or other legal process confidentiality protection as it, in its sole discretion and at its sole expense, may elect, and (ii) reasonably cooperate(s) with the Discloser in protecting such confidential or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality proprietary nature of the preceding paragraphs, BNY Mellon acknowledges and agrees Confidential Information that Customers are prohibited by law from making selective public disclosure must be so disclosed (with such duty of information regarding portfolio holdings, that disclosure of cooperation not requiring the Recipient or Recipient’s Affiliates to initiate or participate in any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure litigation or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the nonincur more than de minimis out-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofof-pocket costs).

Exceptions. 8.3.1 The Parties’ respective obligations under this Section 15.1 will shall not apply to any information to the extent the receiving Party can demonstrate by competent evidence that such information: : (a) that is, as of is (at the time of its disclosure disclosure) or thereafter becomes, becomes (after the time of disclosure) known to the public or part of the public domain through a source other than no breach of this Agreement by the receiving Party; Party or any Recipients to whom it disclosed such information; (b) that was known to, or was otherwise in the possession of, the receiving Party prior to the time of disclosure by the disclosing Party; * Information redacted pursuant to a confidential treatment request by Gemphire Therapeutics Inc. under 5 U.S.C. §552(b)(4) and Rule 406 under the Securities Act of 1933 and submitted separately with the Securities and Exchange Commission. (c) is disclosed to the receiving Party as of the time of its disclosure and was not otherwise subject on a non confidential basis by a Third Party who is entitled to confidentiality obligations; (c) that is independently developed by the receiving Party disclose it without reference to such information; (d) that is subsequently learned from a third party not known to be under a breaching any confidentiality obligation to the disclosing Party; or (d) is independently developed by or on behalf of the receiving Party or (e) any of its Affiliates, as evidenced by its written records, without use or access to the Confidential Information. 8.3.2 The restrictions set forth in this Section shall not apply to any Confidential Information that the receiving Party is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, disclose under Applicable Laws or a court order or other legal process or at the request of a regulatory authority. The Parties acknowledge governmental order, provided that the existence receiving Party: (a) provides the disclosing Party with prompt notice of such disclosure requirement if legally permitted, (b) affords the disclosing Party an opportunity to oppose or limit, or secure confidential treatment for such required disclosure and terms (c) if the disclosing Party is unsuccessful in its efforts pursuant to subsection (b), discloses only that portion of this Agreement are the Confidential Information that the receiving Party is legally required to be publicly disclosed disclose as advised by the Funds pursuant receiving Party’s legal counsel. 8.3.3 In the event that PFIZER wishes to applicable law. Without limiting the generality assign, pledge or otherwise transfer its rights to receive some or all of the preceding paragraphsMilestone Payments and Royalties payable hereunder, BNY Mellon acknowledges and agrees PFIZER may disclose to a Third Party Confidential Information of LICENSEE in connection with any such proposed assignment, provided that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all PFIZER shall hold such information Third Parties to BNY Mellon hereunder is made strictly under the conditions written obligations of confidentiality with terms and conditions at least as restrictive as those set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofAgreement.

Exceptions. The Parties’ respective obligations under Section 15.1 will Notwithstanding the foregoing, any restriction on my use, disclosure, or conveyance of Confidential Information shall not apply to (i) any Confidential Information that enters the public domain through no fault of mine or any person affiliated with me; (ii) any Confidential Information that I am required to disclose pursuant to an order of a court of competent jurisdiction or another government agency having appropriate authority, solely to the extent necessary to comply with such informationorder, and provided that, in the event that I am ordered by a court or other government agency to disclose any Confidential Information, I shall, subject to applicable law, (1) promptly notify the Company of such order, (2) diligently contest such order at the sole expense of the Company as expenses occur, and (3) seek to obtain at the sole expense of the Company such confidential treatment as may be available under applicable laws for any information disclosed under such order; and (iii) any use or disclosure, during the course of my Engagement by the Company, of Confidential Information made necessary by the proper conduct of the business of the Company and consistent with the instructions of the Company. Nothing in any code, agreement, manual or in any other policies, procedures or agreements of the Company shall prohibit or restrict me or my counsel from providing information in connection with: (a) that is, as any disclosure of the time of its disclosure information required by law or thereafter becomes, part of the public domain through a source other than the receiving Partylegal process; (b) that was known reporting possible violations of federal or state law or regulation to any governmental agency, commission or entity, including but not limited to, the receiving Party as Department of Justice, the time Commodities Futures Trading Commission, the Securities and Exchange Commission, the Department of its disclosure Labor, the Congress, any state Attorney General, self-regulatory organization and was not otherwise subject to confidentiality obligations; any agency Inspector General (collectively “Government Agencies”) (c) that is independently developed by the receiving Party without reference to such informationfiling a charge or complaint with Government Agencies; (d) making disclosures that is subsequently learned from a third party not known to be are protected under a confidentiality obligation to the disclosing Party whistleblower provisions of federal or state law or regulation (collectively the “Whistleblower Statutes”); or (e) that is from initiating communications directly with, responding to any inquiry from, volunteering information to, testifying or otherwise participating in or assisting in any inquiry, investigation or proceeding brought by Government Agencies in connection with (a) through (d). I am not required to be disclosed pursuant to applicable law, rule, regulation, requirement of advise or seek permission from the Company before engaging in any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality activity set forth in Section 15.1 hereof and solely (a) through (e). Further, the Company does not in any manner limit my right to receive an award from Government Agencies for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure information provided to Government Agencies or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm pursuant to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofWhistleblower Statutes.

Exceptions. The Parties’ respective obligations under Section 15.1 will not apply to any such information: (a) that is, as of the time of its disclosure or thereafter becomes, part of the public domain through a source other than the receiving Party; (b) that was known to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds Series pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are Customer is prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereof.

Exceptions. The Parties’ respective use and non-disclosure obligations under set forth in this Section 15.1 will 8 shall not apply to any such information: Confidential Information, or portion thereof, that the Receiving Party can demonstrate by appropriate documentation: (ai) that is, as of at the time of its disclosure or thereafter becomesis in the public domain; (ii) after disclosure, becomes part of the public domain domain, by publication or otherwise, through a source other than no fault of the receiving Receiving Party; ; (biii) that was known to the receiving Party as of at the time of its disclosure is already in the Receiving Party’s possession, and such prior possession can be properly demonstrated by the Receiving Party, with the exception of Confidential Information exchanged between parties prior to the execution of this Agreement; or (iv) is made available to the Receiving Party by an independent Third Party; provided, however, to the Receiving Party’s knowledge, such information was not otherwise subject to confidentiality obligations; (c) that is independently developed obtained by said Third Party, directly or indirectly, from the receiving Disclosing Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to hereunder. In addition, the disclosing Receiving Party or (e) may disclose information that is required to be disclosed pursuant to applicable by law, rule, regulation, requirement by a valid order of any law enforcement agency, a court or by order or other legal process or at the request regulation of a regulatory authority. The Parties acknowledge governmental agency including but not limited to, regulations of the United States Securities and Exchange Commission (the “SEC”), or in the course of litigation; provided, however, in all cases the Receiving Party shall give the other party prompt notice of the pending disclosure and make a reasonable effort to obtain, or to assist the Disclosing Party in obtaining, a protective order preventing or limiting the disclosure and/or requiring that the existence and terms of this Agreement are required to Confidential Information so disclosed be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely used only for the purposes of for which the performance of custodial services hereunder, that any unauthorized disclosure law or misuse of such information (including by BNY Mellon or any of its employees or agentsregulation required, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedythe order was issued. AccordinglySpectrum may further disclose CyDex’s Confidential Information to extent that such disclosure is necessary to develop, in file for Regulatory Approval, or commercialize the event of a breach of Section 15.1 hereofLicensed Product, or to seek, prosecute and maintain intellectual property protection for the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofLicensed Product.

Exceptions. The Parties’ respective obligations under Section 15.1 will Clause 19.1 (Non-disclosure of Confidential Information) shall not apply if and to any the extent that: such information: (a) that is, as of the time of its disclosure or thereafter becomes, part of Confidential Information is in the public domain through a source (other than the receiving Party; (b) that was known to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event reason of a breach of Section 15.1 hereofany obligation of confidentiality applicable to the Receiving Group); such Confidential Information was known by the Receiving Group (without any obligation of confidentiality in respect of it) prior to the first disclosure of such information to the Receiving Group by (or on behalf of) the Disclosing Group; such Confidential Information is disclosed to the Receiving Group on a non-confidential basis by person(s) other than by the Disclosing Group (or person(s) acting on its behalf) in circumstances where the Receiving Group reasonably believed that such disclosure was lawfully made without breach of any obligation of confidentiality by such person(s); the Disclosing Party has consented in writing to such disclosure or use of such Confidential Information or has otherwise confirmed in writing that such Confidential Information is not confidential; disclosure is made by outside consultants or advisors engaged by or on behalf of the disclosing Party and acting in that capacity in connection with the Project (including insurance, tax and legal advisors); disclosure is made to the Lender and to any Affiliate, advisor, agent, trustee or representative of the Lender; such disclosure or use is required by Law, the non-breaching Government pursuant to the Implementation Agreement, the rules of any investment exchange to which the Receiving Group may be subject or by any competent Authority having jurisdiction over the Receiving Group. If disclosure or use is to be made pursuant to Clause 19.2(a), then if permitted by Law, the Receiving Party shall (consult with the Disclosing Party reasonably in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity advance of posting any bond or surety, to restrain such disclosure or misuseuse so as to permit the Disclosing Party reasonable opportunity to review and comment on such disclosure or intended use and if so desired by the Disclosing Party, in whole for the Disclosing Party to take any reasonable action to prevent or in part, of any information in violation of Section 15.1 hereofrestrict such disclosure or use.

Exceptions. The Parties’ respective obligations under Notwithstanding Section 15.1 will not apply 7.03(a), at any time prior to any such information: the Acceptance Time: (ai) following the receipt by the Company of a bona fide, unsolicited written Acquisition Proposal made after the date hereof, and provided that the Company has complied with Section 7.03(a) (other than de minimis breaches), if the Special Committee determines in good faith, by a duly adopted resolution, after consultation with its financial advisor and outside legal counsel, (A) that issuch Acquisition Proposal constitutes or could reasonably be expected to lead to a Superior Proposal and (B) that the failure to take the actions set forth in the succeeding clauses (1) and (2) with respect to such Acquisition Proposal would be inconsistent with the Special Committee’s fiduciary duties under Applicable Law, as then the Company may, in response to such Acquisition Proposal, (1) engage in negotiations or discussions with the Third Party that made such Acquisition Proposal regarding such Acquisition Proposal and (2) furnish information relating to the Company and its Subsidiaries and afford access to the business, properties, assets, books or records of the time Company and its Subsidiaries to such Third Party pursuant to a confidentiality agreement between the Company and such Third Party containing terms and conditions enabling the Company to comply with its obligations to Parent pursuant to this Section 7.03 and that are Table of its disclosure or thereafter becomes, part Contents otherwise customary with respect to transactions of the public domain through nature contemplated by such Acquisition Proposal (an “Acceptable Confidentiality Agreement”), a source other than the receiving Partycopy of which Acceptable Confidentiality Agreement shall be provided to Parent; (b) provided that was known to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information and access (to BNY Mellon hereunder the extent that such information or access has not been previously provided or made available to Parent) is provided or made strictly under available to Parent, as the conditions case may be, before or substantially at the same time such information or access is provided or made available to such Third Party; (ii) subject to compliance with Section 7.03(d), if the Company has received a Superior Proposal, then the Company Board (upon the recommendation of confidentiality set forth the Special Committee) or the Special Committee may make an Adverse Recommendation Change; and (iii) subject to compliance with Section 7.03(d), the Company Board, acting at the recommendation of the Special Committee, may make an Adverse Recommendation Change in Section 15.1 response to a material event, change or development in circumstances arising after the date hereof that was neither known by, nor reasonably foreseeable to, the Special Committee prior to or on the date hereof and solely for does not involve or relate to an Acquisition Proposal (an “Intervening Event”), if the purposes of the performance of custodial services hereunderSpecial Committee has determined in good faith, by a duly adopted resolution, after consultation with its outside financial advisor and legal counsel, that any unauthorized disclosure or misuse of the failure to make an Adverse Recommendation Change in response to such information (including by BNY Mellon or any of Intervening Event would be inconsistent with its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and fiduciary duties under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofApplicable Law.

Exceptions. The Parties’ respective obligations under covenants of the receiving Party contained in Section 15.1 will 8.1 and Section 8.2 shall not apply to any such information: Confidential Information (a) that is, as of the time of its disclosure or thereafter becomes, part of the public domain through a source other than the receiving Party; (b) that was known to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed can reasonably demonstrate by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that competent proof is required to be disclosed by Applicable Law or a court or other Official Body pursuant to applicable law, rule, regulation, requirement (i) regulatory filings; (ii) prosecuting or defending litigation; or (iii) complying with Applicable Law and orders or decisions of any law enforcement agency, court order Official Body having jurisdiction; or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and (b) disclosed to Affiliates who agree to be bound by similar terms of this Agreement are required confidentiality. Notwithstanding any provision herein to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphscontrary, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that nothing herein shall prevent or prohibit any disclosure of any information concerning this Agreement (A) required under Applicable Laws and all the rules and regulations of any stock exchange or market system on which any Party’s securities are or may be traded, (B) by either Party in connection with an Approved Transaction (as defined below), where prospective parties or the other party or parties to such information Approved Transaction have entered into confidentiality agreements with the Party concerning such Confidential Information, (C) to BNY Mellon hereunder is made strictly under either Party’s financial advisors or legal advisors who have agreed to the conditions of confidentiality set forth limitations on disclosure contained herein and/or (D) to investment bankers and/or financing sources in Section 15.1 hereof and solely for connection with bona fide financing transactions involving either Party or an Affiliate. For the purposes of the performance of custodial services hereunderthis Agreement, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access each of the obligation following shall constitute an “Approved Transaction”: (i) the issuance by either Party of securities in connection with any financing transaction or public offering, and/or (ii) a merger, consolidation or other similar transaction involving either Party (i.e., wherein another entity acquires all or substantially all of that Party’s equity interests or assets or a merger or consolidation or similar transaction wherein securities of the post transaction entity will be issued to the other party). If a Party is required or permitted to make a disclosure of the other Party’s Confidential Information pursuant to this Section 8.3, it will use Commercially Reasonable Efforts to (I) limit the scope of the Confidential Information disclosed and the number of persons to whom such Confidential Information is disclosed, in each case to the minimum extent required to address the reason such disclosure is permitted hereunder and under applicable law to prevent unauthorized disclosure (II) secure confidential treatment of such Confidential Information. The Parties acknowledge Information and agree that comply with any breach applicable provisions of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereof12.7.

Exceptions. The Parties’ respective obligations under Section 15.1 will not apply A Party shall be entitled to use or disclose any such information: Information to the extent: (a) that is, as of the time of its disclosure such Information is or thereafter becomes, part of becomes generally known to the public domain other than through a source breach of this Agreement or any other than obligation of confidentiality between the receiving Party; Parties; (b) such Information is lawfully obtained by that was known to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not or parties without breach of this Agreement or any other obligation of confidentiality between the Parties, as shown by documentation sufficient to establish the third party as the source of such Information and to the knowledge of the disclosing Party, without such disclosure constituting a breach by such third party or parties of an obligation of confidentiality; (c) such Information is comprised of technical information and was already known to be under a confidentiality obligation the Party prior to receipt thereof from the other Party, as shown by documentation sufficient to establish such knowledge; (d) such disclosure is required in connection with any regulatory, legal or administrative proceeding, the issues of which touch on such Information; provided that where circumstances permit prior to disclosure the disclosing Party shall notify the other Party in writing of such proposed disclosure and at the other Party’s request (and expense) the disclosing Party shall either apply for appropriate court or other orders to preserve the confidentiality of such Information or only disclose such Information to persons who shall have agreed in writing not to use or disclose such Information to the same extent that the disclosing Party is precluded from using or disclosing such Information under this Agreement; (e) that such disclosure is required to be disclosed pursuant to applicable law, rule, regulation, requirement by law or competent authority of any law enforcement agency, court order or governmental body; provided that where the circumstances permit prior to disclosure (other legal process or at than any disclosure required by applicable securities laws) the request of a regulatory authority. The Parties acknowledge that disclosing Party shall notify the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure other Party in writing of any such proposed disclosure and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to at the other Party, ’s request (and expense) apply for which money damages will not provide an adequate remedy. Accordingly, in appropriate court or other orders to preserve the event confidentiality of a breach of Section 15.1 hereof, such Information; or (f) the non-breaching other Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without provided its prior written approval for such disclosure by the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofdisclosing Party.

Exceptions. The Parties’ respective restrictions and obligations under set forth in Section 15.1 3.1, 3.3 and 3.4 will not apply to any such information: (a) that is, as of Confidential Information: 3.2.1 which is or becomes generally available to the time of its disclosure or thereafter becomes, public through no fault on the part of the public domain through Receiving Party; 3.2.2 which is lawfully in the possession of the Receiving Party (other than pursuant to the terms of this Agreement, the JV Agreement, each License, any Ancillary Agreement or any other related agreement), without restriction as to its disclosure, prior to the disclosure of such information by or on behalf of the Disclosing Party or the Company, as reasonably evidenced by appropriate documentation; 3.2.3 which lawfully becomes available to the Receiving Party from a source other than the receiving Party; (b) that was known to Disclosing Party and the receiving Party Company without any duty as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that or non-use; 3.2.4 which is independently developed or otherwise created by the receiving Receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation other than pursuant to the disclosing Party terms of this Agreement, the JV Agreement, each License, any Ancillary Agreement or (eany other related agreement) that without the use of any Confidential Information of the Disclosing Party, as reasonably evidenced by appropriate documentation; or 3.2.5 which is required to be disclosed or provided to any court, government or regulatory body of competent jurisdiction (including any relevant securities exchange) (i) pursuant to applicable lawany Applicable Laws, rulejudgment, regulationdecree or order; (ii) as necessary to make regulatory filings and communications related to HMPL-004 or any Products; or (iii) for the purpose of asserting or defending against any claims relating to Intellectual Property Rights, including, in particular, any action taken to protect and enforce Intellectual Property Rights; provided, however, that (x) any such information disclosed pursuant to this Section 3.2.5 will be disclosed only to the extent required by Applicable Laws, judgment, decree or order; (y) except with respect to required disclosure to tax authorities, the Party seeking to disclose or provide such information will give the other Parties prompt written notice of such requirement of any law enforcement agency, court order or and fully cooperate with the other legal process or at the request of a regulatory authority. The Parties acknowledge so that the existence other Parties and/or the Company (as the case may be) may obtain reasonable assurances that confidential treatment will be accorded to such information; and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without (z) without limiting the generality of the preceding paragraphsforegoing, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdingsthe Parties will use commercially reasonable efforts to ensure that, that disclosure of any and all such information subject to BNY Mellon hereunder is made strictly under Applicable Laws, the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes list of the performance Products is redacted from any copy of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereofthis Agreement, the non-breaching Party shall (in addition JV Agreement, each License and any Ancillary Agreement required to all other rights and remedies they may have pursuant to this Agreement and at law be filed with any government or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofregulatory body.

Exceptions. The Parties’ respective obligations under Notwithstanding any other provision of this Agreement, unless GP fails to supply BMX (within the meaning of Section 15.1 will not apply 8.1(i)) with any item listed below G-P shall at all times have the exclusive right and obligation to make, or have made by a Third Party, the following items: [***] *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. [***]. Notwithstanding any other provision of this Agreement, BMX shall at all times have the right to purchase such information: items from GP in reasonable commercial quantities to be used by BMX for the purposes of this Agreement. (ai) that isNotwithstanding any other provision of this Agreement, GP shall have no obligation to make any disclosure to BMX concerning the manufacture of the above-listed items unless GP fails to supply BMX with such item, as of the time of its disclosure or thereafter becomes, part of the public domain through a source other than the receiving Party; (b) that was known to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely 8.1 (i). (ii) Notwithstanding any other provision of this Agreement, BMX shall at all times have the right to purchase any or all of the above-listed items from a Third Party or to manufacture such items itself; provided, however, that nothing contained herein shall require GP to make any disclosure of Confidential Information to BMX or to such Third Party in connection with BMX's purchase of such items from the Third Party. Notwithstanding any other provision of this Agreement, BMX shall at all times have the right to purchase, in reasonable commercial quantities to be used by BMX for the purposes of this Agreement, any or all of the performance of custodial services hereunderabove items directly from any entity which supplies such items to GP in the same form as purchased by GP; provided, however, that nothing contained herein shall require GP to make any unauthorized disclosure of Confidential Information to BMX, or misuse require GP to permit such disclosure to BMX by such Third Party, in connection with BMX's purchase of such information items from the Third Party. (including iii) Immediately following execution of this Agreement, GP shall use its best efforts to arrange for a Third Party supplier to manufacture [***] used by BNY Mellon or BMX in accordance with the rights granted by this Agreement. Upon completion of arrangements with a Third Party supplier, any requests by BMX for [***] used in accordance with the rights granted by this Agreement shall be made to GP and GP shall direct such requests to the Third Party supplier. BMX shall have the right to disclose any Confidential Information concerning such [***] only to the Third Party supplier and to decline to disclose such Confidential Information to GP. (iv) If GP makes improvements to any of its employees the above-listed items, it shall make such improvements reasonably available to BMX pursuant to this Agreement. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. (v) GP shall at all times after July 1, 2002 have the right on written notice to BMX to require BMX to assume responsibility for manufacturing any or agentsall of the items listed above. Promptly after GP delivers any such notice, or the Parties shall meet to agree, reasonably and in good faith, upon a plan for transition of manufacturing from GP to BMX. As part of any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securitiestransition, that access to and use of GP shall make any and all disclosures necessary to permit BMX to make or have made such information items. (vi) BMX shall be restricted as described not have any right to analyze, dissect, or disassemble any such item which is not properly available from sources other than GP in Section 15.1 hereof, and that BNY Mellon shall apprise all order to circumvent the need to for BMX to acquire such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law item from GP or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofGP's supplier.

Exceptions. The Parties’ respective obligations under Section 15.1 will Notwithstanding anything in this Agreement to the contrary, Confidential Information shall not apply to include any such information: information which: (a1) that is, as of at the time of its disclosure or thereafter becomes, part of to the Receiving Party is generally available to and known by the public domain through (other than as a result of any disclosure made directly or indirectly or other action or inaction by the Receiving Party or anyone to whom the Receiving Party or any of its Agents transmit or transmitted any Confidential Information); (2) becomes publicly available in the future (other than as a result of a disclosure made directly or indirectly or other action or inaction by the Receiving Party or anyone to whom the Receiving Party or any of its Agents transmit or have transmitted any Confidential Information); (3) was available to the Receiving Party or its Agents on a non-confidential basis from a source other than the receiving Party; (b) that was known to the receiving Disclosing Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees Subsidiaries or agents, affiliates or any trading on the basis of their respective Agents providing such information by anyone in receipt (provided that to the best of the Receiving Party's knowledge, after due inquiry, such source is not or was not bound to maintain the confidentiality of such information); or (4) may constitute has been independently acquired or developed by the Receiving Party without violating any of its obligations under this Agreement, provided such independent development can reasonably be proven by the Receiving Party upon written request. In the event that a criminal offense party or any of trading on such party's Agents become legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or tipping similar process) to disclose any of material inside information regarding publicly traded securitiesthe Confidential Information of the other party, that access to and use of any and all party or person under the legal compulsion (the "Compelled Party") from whom such information is being sought shall, unless prohibited by law, provide the party to whom such Confidential Information belongs with prompt prior written notice of such requirement so that it may seek a protective order or other appropriate remedy, or both, or waive compliance with the terms of this Agreement. In the event that such protective order or other remedy is not obtained, or the other party waives compliance with the provisions hereof, the Compelled Party agrees to furnish only such portion of the Confidential Information that the Compelled Party is advised by written opinion of its counsel is legally required to be furnished by it and shall exercise its reasonably best efforts to obtain reliable assurance that confidential treatment shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of accorded such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damageNotwithstanding the foregoing, but irreparable harm to the other Partyextent required under applicable state and federal securities laws, for which money damages will not provide either party may file this Agreement as an adequate remedyexhibit with federal and state securities filings, provided that each party shall use its best efforts to obtain confidential treatment of the portions of this Agreement that contain Confidential Information. Accordingly, in the event of a breach of Section 15.1 hereofIn this regard, the non-breaching Party party making such filing shall (in addition to all obtain the prior written consent of the other rights and remedies they may have pursuant to this Agreement and at law or in equity) party, which consent shall not be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofunreasonably withheld.

Exceptions. The Parties’ respective obligations under Notwithstanding the provisions of any other Section 15.1 will not apply of this Agreement, unless G-P fails to supply BMX (within the meaning of Section 8.1(i)) with any item listed below G-P shall at all times have the exclusive right and obligation to make, or have made by a Third Party, the following items: [***]. Notwithstanding any other provision of this Agreement, BMX shall at all times have the right to purchase such information: items from GP in reasonable commercial quantities to be used by BMX for the purposes of this Agreement. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. (ai) that isNotwithstanding any other provision of this Agreement, G-P shall have no obligation to make any disclosure to BMX concerning the manufacture of the above-listed items unless GP fails to supply BMX with such item, as of the time of its disclosure or thereafter becomes, part of the public domain through a source other than the receiving Party; (b) that was known to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely 8.1 (i). (ii) Notwithstanding any other provision of this Agreement, BMX shall at all times have the right to purchase any or all of the above-listed items from a Third Party or to manufacture such items itself; provided, however, that nothing contained herein shall require GP to make any disclosure of Confidential Information to BMX or to such Third Party in connection with BMX's purchase of such items from the Third Party. Notwithstanding any other provision of this Agreement, BMX shall at all times have the right to purchase, in reasonable commercial quantities to be used by BMX for the purposes of this Agreement, any or all of the performance of custodial services hereunderabove items directly from any entity which supplies such items to GP in the same form as purchased by GP; provided, however, that nothing contained herein shall require GP to make any unauthorized disclosure of Confidential Information to BMX, or misuse require GP to permit such disclosure to BMX by such Third Party, in connection with BMX's purchase of such information items from the Third Party. (including iii) Immediately following execution of this Agreement, GP shall use its best efforts to arrange for a Third Party supplier to [***] to be used by BNY Mellon or BMX in accordance with the rights granted by this Agreement. Upon completion of arrangements with a Third Party supplier, any requests by BMX for [***] to be used in accordance with the rights granted by this Agreement shall be made to GP and GP shall direct such requests to the Third Party supplier. BMX shall have the right to disclose any Confidential Information concerning such [***] only to the Third Party supplier and to decline to disclose such Confidential Information to GP. (iv) If GP makes improvements to any of its employees the above-listed items, it shall make such improvements reasonably available to BMX pursuant to this Agreement. (v) GP shall at all times after July 1, 2002 have the right on written notice to BMX to require BMX to assume responsibility for manufacturing any or agentsall of the items listed above. Promptly after GP delivers any such notice, or the Parties shall meet to agree, reasonably and in good faith, upon a plan for transition ***Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. of manufacuring from GP to BMX. As part of any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securitiestransition, that access to and use of GP shall make any and all disclosures necessary to permit BMX to make or have made such information items. (vi) BMX shall be restricted as described not have any right to analyze, dissect, or disassemble any such item which is not properly available from sources other than GP in Section 15.1 hereof, and that BNY Mellon shall apprise all order to circumvent the need to acquire such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law item from GP or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofGP's supplier.

Exceptions. The Parties’ respective non-use and non-disclosure obligations under Section 15.1 will set forth in this Article VIII shall not apply to any such information: Confidential Information, or portion thereof, that the Receiving Party can demonstrate by competent evidence: (a) that is, as of at the time of its disclosure or thereafter becomesis in the public domain; (b) after disclosure, becomes part of the public domain domain, by publication or otherwise, through a source other than the receiving Party; (b) that was known to the receiving Party as no fault of the time of Receiving Party or its disclosure and was not otherwise subject to confidentiality obligations; disclosees; (c) is made available to the Receiving Party by an independent Third Party without obligation of confidentiality; provided, however, that to the Receiving Party’s knowledge, such information was not obtained by said Third Party, directly or indirectly, from the Disclosing Party hereunder; or (d) is independently developed by an employee of the receiving Receiving Party without reference to such not accessing or utilizing the Disclosing Party’s information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to . In addition, the disclosing Receiving Party or (e) may disclose information that is required to be disclosed pursuant by law or by a valid order of a Competent Authority including but not limited to applicable lawregulations of the United States Securities and Exchange Commission or the FDA or any other Regulatory Authority or in the course of arbitration or litigation; provided, rulehowever, regulationthat in all cases the Receiving Party shall give the other party prompt notice of the pending disclosure and make a reasonable effort to obtain, requirement of any law enforcement agencyor to assist the Disclosing Party in obtaining, court a protective order or other legal process confidential-treatment order preventing or at limiting (to the request of a regulatory authority. The Parties acknowledge greatest possible extent and for the longest possible period) the disclosure and/or requiring that the existence and terms of this Agreement are required to Confidential Information so disclosed be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely used only for the purposes of for which the performance of custodial services hereunder, that any unauthorized disclosure law or misuse of such information (including by BNY Mellon or any of its employees or agentsregulation required, or any trading on for which the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Informationorder was issued. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm Notwithstanding anything else to the other Partycontrary in this Agreement, (a) Seelos and its Sublicensees may disclose Confidential Information of Licensor for which money damages will not provide an adequate remedy. Accordinglyor otherwise in connection with Regulatory Approval and (b) Seelos may disclose Confidential Information of Licensor to prospective debt and equity investors and intermediaries, whom Seelos believes in its reasonable discretion are responsible and bona fide, in connection with pitches and other private and public fundraising activities including but not limited to road shows; except that in no event shall Seelos make any such disclosure which would deprive any Trade Secret of Licensor within the event DMF of legal protection as a breach of Section 15.1 hereof, the trade secret. Seelos shall use Commercially Reasonable Efforts to require such debt and equity investors and intermediaries to sign a non-breaching Party shall (in addition disclosure/non-use agreement containing the confidentiality protections herein with respect to all other rights and remedies they may have pursuant Confidential Information provided by Licensor to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofSeelos.

Exceptions. The Parties’ respective obligations under Section 15.1 provisions of Article 6.1 will not apply to any such information: information that (ai) that is, as is or becomes publicly available without breach of this Agreement; (ii) can be shown by documentation to have been known to the Receiving Party at the time of its disclosure or thereafter becomes, part of receipt from the public domain through a source other than the receiving Disclosing Party; (biii) that was known to the receiving Party as of the time of its disclosure and was is rightly received from a third party who did not otherwise subject to confidentiality obligationsacquire or disclose such information by wrongful or tortious act; (civ) that is can be shown by documentation to have been independently developed by the receiving Receiving Party without reference to such informationany Confidential Information; or (dv) that is subsequently learned from a third party not known to be under a confidentiality obligation approved in writing for public release by the Disclosing Party. Unless expressly permitted hereunder, (A) prior to the disclosing Party or first commercial sale of an Enabled Device, UPI may not, without Licensee's prior written approval (ewhich shall not be unreasonably withheld), disclose the fact that this Agreement pertains to operation in a Licensed Airlink Protocol environment, and (B) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at neither party may disclose the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are without the other party's prior written approval, which shall not be unreasonably withheld. UPI may also disclose the terms of this Agreement to any prospective investor in or acquirer of UPI; provided, however, that (a) prior to -------- ------- the first commercial sale of an Enabled Device, such disclosure shall require Licensee's prior consent, which shall not be unreasonably withheld, and (b) the prospective investor or acquirer shall sign a nondisclosure agreement. If the Receiving Party becomes legally obligated to disclose Confidential Information by any governmental entity with jurisdiction over it, the Receiving Party will give the Disclosing Party prompt written notice sufficient to allow the Disclosing Party to seek a protective order or other appropriate remedy. The Receiving Party will disclose only such information as is legally required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality upon advice of the preceding paragraphs, BNY Mellon acknowledges Receiving Party's legal counsel and agrees will use its reasonable efforts to obtain confidential treatment for any Confidential Information that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofso disclosed.

Exceptions. The Notwithstanding the prohibition in Section X(B), a party (the “Disclosing Party”) shall be entitled to disclose Confidential Information about the other parties (the “Non-Disclosing Parties’ respective ”): (1) where “VF” is the Disclosing Party, to its Controlled Affiliates and its and their Representatives to the extent necessary to permit “VF”, its Controlled Affiliates, and its and their Representatives to produce Licensee’s NFT’s and services and with respect to Licensor, to its Affiliates and its and their Representatives to perform their obligations under Section 15.1 will not apply hereunder; (2) to any the extent such information: (a) that is, as of the time of its disclosure or thereafter becomes, information becomes lawfully part of the public domain through or is obtained from a source third-party other than in violation of this or any other restrictive agreement with the receiving Disclosing Party, its Affiliates or Controlled Affiliates (as applicable) and their Representatives; (b3) as compelled or required by a valid subpoena or other legal mandate; provided, however, in the event that was known to the receiving Disclosing Party or its Representatives receive such a subpoena or other legal mandate, it shall provide the Non-Disclosing Parties with prompt written notice of same as far in advance as practicable of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by date the receiving Disclosing Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement make such disclosure so that the Non-Disclosing Parties may seek an appropriate protective order for the Confidential Information or waive compliance with the provisions of any law enforcement agency, court Section X (B); and in the absence of a protective order or other legal process or at the request receipt of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services waiver hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon the Disclosing Party or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. AccordinglyRepresentatives is nonetheless, in the event written opinion of a breach such party’s legal counsel, so compelled to disclose the Confidential Information, such party or its Representative may disclose only that portion of Section 15.1 hereofthe Confidential Information that is, based on the written advice of its legal counsel, legally required to be disclosed; (4) as required by applicable law, rule or regulation, including without limitation, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, rules of any information in violation exchange or quotation system on which Licensee’s, its Controlled Affiliates’, Licensor’s, or its Affiliates’ class or series of Section 15.1 hereof.equity is listed or quoted for trading, as applicable;

Exceptions. The Parties’ respective obligations under Section 15.1 will not apply to Notwithstanding the foregoing, a Party may use and disclose Confidential Information (including any such information: Novogen Confidential Information or Genentech Confidential Information) as follows: (a) that is, as of the time of its disclosure or thereafter becomes, part of the public domain through a source other than the receiving Party; (b) that was known to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed if required by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agencygovernment requirement, court order or other legal process or at the request mles of a regulatory authority. The Parties acknowledge financial market, provided, that where reasonable and possible the existence disclosing Party promptly notifies the other Party of its notice of any such requirement and terms provides the other Party a reasonable opportunity to seek a protective order or other appropriate remedy and/or to waive compliance with the provisions of this Agreement are required Agreement. For the avoidance of doubt, the disclosing Party must use all reasonable endeavors to be publicly disclosed by notify the Funds pursuant other Party of any disclosure requirement; CONFIDENTIAL EXECUTION VERSION (b) to applicable law. Without limiting the generality extent such use and disclosure is necessary for the filing or publication of any patent application or patent on inventions provided the Party disclosing the information has considered all reasonable feedback from the other Party; (c) as necessary or desirable for securing any regulatory approvals, including pricing approvals, for any Licensed Products, provided, that, the disclosing Party shall take all reasonable steps to limit disclosure of the preceding paragraphsConfidential Information outside such regulatory agency and to otherwise maintain the confidentiality of the Confidential Information; (d) to take any lawful action that it deems necessary to protect its interest under, BNY Mellon acknowledges or to enforce compliance with the terms and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdingsconditions of, that disclosure of any this Agreement; and (e) to the extent necessary, to its Affiliates, Sublicensees, directors, officers, employees, consultants, vendors and all such information to BNY Mellon hereunder is made strictly clinicians under the conditions written agreements of confidentiality at least as restrictive as those set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunderthis Agreement, that any unauthorized disclosure or misuse of who have a need to know such information (including by BNY Mellon in connection with such Party performing its obligations or any of exercising its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and rights under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofAgreement.

Exceptions. The Parties’ respective obligations under Section 15.1 will (a) Sections 12.2(a) and (b) do not apply to any such information: that part of the Confidential Information of a Disclosing Party that a Receiving Party demonstrates (a) that iswas, as of the time of its disclosure is or thereafter becomes, part of becomes generally available to the public domain through a source other than as a result of a breach of this Article 12 or the receiving Party[Confidentiality Agreement] by the Receiving Party or its Representatives; (b) that was known or is developed by the Receiving Party independently of and without reference to the receiving Party as any Confidential Information of the time of its disclosure and was not otherwise subject to confidentiality obligationsDisclosing Party; or (c) that was, is independently developed by or becomes available to the receiving Receiving Party without reference to such information; (d) that is subsequently learned on a nonconfidential basis from a third party Third Party not known to be under bound by a confidentiality agreement or any legal, fiduciary or other obligation restricting disclosure. Seller shall not disclose any Confidential Information of Seller relating to any of the Assets or the Assumed Liabilities in reliance on the exceptions in clauses (b) or (c) above. (b) Notwithstanding anything to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality contrary set forth in this Agreement, including Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents12.2 hereof, or in any trading on other written or oral understanding or agreement to which the basis of such information parties hereto are parties or by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securitieswhich they are bound, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties parties acknowledge and agree that any breach obligations of Section 15.1 hereof would cause confidentiality contained herein and therein shall not only financial damage, but irreparable harm apply to the other Partytax treatment and tax structure of the transactions contemplated hereby upon the earlier to occur of (i) the date of the public announcement of discussions relating to the transactions contemplated hereby, for which money damages will not provide an adequate remedy. Accordingly(ii) the date of the public announcement of the transactions contemplated hereby or (iii) the Agreement Date, all within the meaning of Treasury Regulations Section 1.6011-4; provided, however, that each party recognizes that the privilege each has to maintain, in its sole discretion, the event confidentiality of a breach communication relating to such transactions, including a confidential communication with its attorney or a confidential communication with a federally authorized tax practitioner under Section 7525 of Section 15.1 hereofthe Code, is not intended to be affected by the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofforegoing.

Exceptions. The Parties’ respective obligations under Notwithstanding Section 15.1 will not apply 7.04 and Section 7.05(a), at any time prior to obtaining the Acquiror Stockholder Approval: (i) Acquiror, directly or indirectly through advisors, agents or other intermediaries, may (A) engage in negotiations or discussions with any such information: (a) that isThird Party and its Representatives that, as of the time of its disclosure or thereafter becomes, part of the public domain through a source other than the receiving Party; (b) that was known to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by Acquiror’s compliance with Section 7.05(a), has made after the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms date of this Agreement are required an Acquiror Acquisition Proposal that the Board of Directors of Acquiror determines is or could reasonably be expected to be publicly disclosed by the Funds pursuant lead to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges an Acquiror Superior Proposal and agrees that Customers are prohibited by law from making selective (B) furnish to such Third Party or its Representatives non-public disclosure of information regarding portfolio holdings, that disclosure of any and all such information relating to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon Acquiror or any of its employees or agentsSubsidiaries pursuant to a confidentiality agreement (a copy of which shall be provided for informational purposes only to the Company) with such Third Party with terms no less favorable to Acquiror than those contained in the confidentiality agreement dated November 12, or any trading on 2009 between Acquiror and the basis of Company (as amended the “Acquiror Confidentiality Agreement”); provided that (1) such information by anyone confidentiality agreement may contain less restrictive provisions (including no standstill restriction), in receipt of which case the Acquiror Confidentiality Agreement shall be deemed to be amended to contain only such informationless restrictive provision(s), and (2) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted (to the extent that such information has not been previously provided or made available to the Company) is provided or made available to the Company, as described in Section 15.1 hereofthe case may be, prior to or substantially concurrently with the time it is provided or made available to such Third Party); and (ii) following receipt of an Acquiror Superior Proposal, and subject to compliance with Section 7.05(d), the Board of Directors of Acquiror may make an Acquiror Adverse Recommendation Change if the Board of Directors of Acquiror determines in good faith, after consultation with outside legal counsel, that BNY Mellon the failure to take such action would be inconsistent with its fiduciary duties under Applicable Laws. In addition, nothing contained herein shall apprise all such persons having access prevent the Board of Directors of Acquiror from (x) complying with Rule 14e-2(a) under the obligation hereunder and under applicable law 1934 Act with regard to prevent unauthorized an Acquiror Acquisition Proposal so long as any action taken or statement made to so comply is consistent with this Section 7.05 or (y) making any disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Partystockholders of Acquiror if the Board of Directors of Acquiror determines in good faith, for which money damages will after consultation with outside legal counsel, that the failure so to make such disclosure would be inconsistent with its obligations under Applicable Law; provided that the foregoing shall not provide an adequate remedy. Accordinglylimit or modify the effect that such action, in statement or disclosure has under the event terms of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofAgreement.

Exceptions. 3.1 The Parties’ respective obligations of the Receiving Party under Section 15.1 will this Agreement shall not apply and shall cease to apply to any such information: (a) that is, as Confidential Information of the Disclosing Party or any Associate which: 3.1.1 is in the public domain or at any time of its disclosure or thereafter becomes, lawfully becomes part of the public domain domain, in each case other than through a source other than the receiving Party; (b) that was known to the receiving Party as breach of the time terms of this Agreement by the Receiving Party or by any other person to whom the Receiving Party has disclosed the Confidential Information; 3.1.2 the Receiving Party can show was already in its possession prior to disclosure of the Confidential Information to it, and was not otherwise subject acquired either directly or indirectly from the Disclosing Party or any Associate or from a third party who was under an obligation of confidentiality to confidentiality obligations; (c) that is the Disclosing Party or any Associate; 3.1.3 was independently developed by the receiving Receiving Party without reference to such information; (d) that is subsequently learned or using in any way any Confidential Information which was disclosed to it; 3.1.4 the Receiving Party obtains from a third party not known who has a right to be under make a confidentiality obligation non-confidential disclosure of the Confidential Information; the Disclosing Party gives its written consent to the disclosing Party or (e) that being disclosed; is required to be disclosed pursuant to comply with applicable lawlaws and regulations, rule, regulation, requirement or with a court or administrative order or by lawful action of any regulatory or law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge body PROVIDED ALWAYS that the existence and terms of this Agreement are required to be publicly disclosed by Receiving Party gives the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse Disclosing Party sufficient prior written notice of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of intended disclosure such information by anyone in receipt of such information) that it may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access seek reasonable legal remedies to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of obtain confidential treatment for such Confidential Information. The Parties acknowledge ; the Receiving Party is obliged to disclose or produce by virtue of a subpoena, witness summons or other order of a court of competent jurisdiction (the “Disclosure Order”) PROVIDED ALWAYS that the Receiving Party shall within 48 hours of receipt of the Disclosure Order notify and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm confirm to the other Party, for Disclosing Party such notification in writing setting out the purpose of the Disclosure Order and the extent of the disclosure; or the Receiving Party is obliged to disclose to comply with the rules of any stock exchange on which money damages will not provide an adequate remedy. Accordingly, the shares of the Receiving Party (or a Limited Company in the event of a breach of Section 15.1 hereof, Receiving Party’s group) are listed PROVIDED ALWAYS that the non-breaching Receiving Party shall (notify in addition writing to all other rights and remedies they may have pursuant to this Agreement and at law or the Disclosing Party such disclosure in equity) be entitled to an injunction, without advance setting out the necessity extent of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofthe disclosure.

Exceptions. The Parties’ respective Receiving Party’s obligations under Section 15.1 will clause 7.1 shall not apply to any information if and to the extent the Receiving Party can document that such information: : (a) that is, as of was already lawfully known to the Receiving Party at the time of initial disclosure by the other Party (expressly excluding, where Seller or any of its disclosure Affiliates is the Receiving Party, the Transferred Materials, any unpublished patent applications included in the Transferred Patents, and any trade secrets or thereafter becomesother confidential and proprietary information contained in the Transferred IPRs (including as such trade secrets and other confidential and proprietary information may be included, part of the public domain through a source other than the receiving Party; incorporated or embodied in Successor Versions and Combination Versions); (b) that was known disclosed to the receiving Receiving Party as of by a third party who had the time of its right to make such disclosure and was not otherwise subject to without any confidentiality obligations; restrictions (including the confidentiality restrictions set forth herein or in any other Ancillary Agreement); (c) that is, or through no fault of the Receiving Party has become, generally available to the public; or (d) is independently developed by the receiving Receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm or reference to the other Party’s Confidential Information. In addition, the Receiving Party will be allowed to disclose Confidential Information of the other Party to the extent that such disclosure is: (i) expressly approved in writing by the other Party prior to such disclosure; (ii) necessary for which money damages will not provide an adequate remedy. Accordinglythe Receiving Party to enforce its rights under this Agreement in connection with a legal proceeding, provided that the Receiving Party shall, prior to disclosure and at its own expense, seek a protective order appropriate to preserve the other Party’s rights in the confidential nature of the Confidential Information; or (iii) required by law or by the order or a court of similar judicial or administrative body, provided that the Receiving Party notifies the other Party of such required EXECUTION VERSION disclosure promptly and in writing and cooperates with the other Party, at the other Party’s reasonable request and expense, in any lawful action to secure a protective order appropriate to preserve the event other Party’s rights in the confidential nature of a breach the Confidential Information or otherwise to contest or limit the scope of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofsuch required disclosure.

Exceptions. The Parties’ respective use and non-disclosure obligations under set forth in this Section 15.1 will 8 shall not apply to any such information: Confidential Information, or portion thereof, that the Receiving Party can demonstrate by appropriate documentation: (ai) that is, as of at the time of its disclosure or thereafter becomesis in the public domain; *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. EXECUTION COPY (ii) after disclosure, becomes part of the public domain domain, by publication or otherwise, through a source other than the receiving Party; (b) that was known to the receiving Party as no fault of the time of Receiving Party or its disclosure and was not otherwise subject to confidentiality obligations; disclosees; (ciii) that is independently developed by Receiving Party personnel with no reference or access to the receiving Confidential Information; or (iv) is made available to the Receiving Party without reference to such information; (d) that is subsequently learned from a by an independent third party not known to be under a confidentiality without obligation of confidentiality, provided, however, that to the disclosing Receiving Party’s knowledge, such information was not obtained by said third party, directly or indirectly, from the Disclosing Party or (e) hereunder. In addition, the Receiving Party may disclose information that is required to be disclosed pursuant to applicable by law, rule, regulation, requirement by a valid order of any law enforcement agency, a court or by order or other legal process or at the request regulation of a regulatory authority. The Parties acknowledge governmental agency including but not limited to, regulations of the Securities and Exchange Commission, or in the course of litigation, provided that in all cases the Receiving Party shall give the other party prompt notice of the pending disclosure and make a reasonable effort to obtain, or to assist the Disclosing Party in obtaining, a protective order or confidential-treatment order preventing or limiting (to the greatest possible extent and for the longest possible period) the disclosure and/or requiring that the existence and terms of this Agreement are required to Confidential Information so disclosed be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely used only for the purposes of for which the performance of custodial services hereunder, that any unauthorized disclosure law or misuse of such information (including by BNY Mellon or any of its employees or agentsregulation required, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide the order was issued. If permitted by an adequate remedy. Accordinglyin-force Commercial License Agreement, Sage may further disclose CyDex’s Confidential Information to extent that such disclosure is inherently necessary to develop, file for Regulatory Approval (as defined in the event of such Commercial License Agreement), or commercialize a breach of Section 15.1 hereofLicensed Product (as defined in such Commercial License Agreement), the non-breaching Party shall (in addition or to all other rights seek, prosecute and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofmaintain intellectual property protection for a Licensed Product.

Exceptions. The Parties’ respective obligations under Section 15.1 will Confidential information shall not apply include any information that: (i) is publicly available to any such information: the Receiving Party without breach of this Agreement; (aii) that is, as is known by and in the possession of the Receiving Party prior to this Agreement; (iii) is identified in writing at the time of its disclosure or thereafter becomes, part of the public domain through a source other than the receiving Party; (b) that was known to the receiving Party delivery as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed non-confidential by the receiving Disclosing Party without reference to such information; or (div) that is subsequently learned rightfully received , as evidenced by its written records, from a third party who did not known to be under acquire or disclose such information by a wrongful or tortuous act, or in breach of a confidentiality obligation restriction. Notwithstanding anything in this agreement to the disclosing Party contrary, disclosure of Confidential Information shall not be precluded if the disclosure is: (i) in lawfully required response to a valid subpoena or (e) order of a court or other governmental or administrative body; provided however, that is required to be disclosed the party making the disclosure pursuant to applicable the order shall first have given notice to the other party and shall have afforded such party a reasonable opportunity to obtain a protective order requiring that the information or documents so disclosed be used only for purposes of the court or other administrative or governmental authority, and be filed under protective seal; or (ii) otherwise required by law, regulation or stock exchange rule, regulation, requirement ; (iii) to any person with the prior written consent of the Disclosing Party; (iv) to the Related Parties only in connection with the Permitted Purpose and provided that any law enforcement agency, court order or other legal process or at such Related Party enters into a separate confidentiality undertaking with the request Disclosing Party on terms substantially the same as the terms of a regulatory authority. The this Agreement (v) the Interested Parties acknowledge provided that the existence Receiving Party has informed the Interested Parties in writing that the information is confidential and they agree to maintain confidentiality on the terms of this Agreement or they are required subject to be publicly disclosed by confidentiality duties or obligations to the Funds pursuant Receiving Party that are no less restrictive than the terms of this Agreement or they have executed a confidentiality agreement in form and substance substantially similar to applicable lawthis Agreement. Without limiting The Receiving Party does not need to inform them of this requirement if such recipient is subject to professional obligations to maintain the generality confidentiality of the preceding paragraphs, BNY Mellon acknowledges and agrees Confidential Information that Customers are prohibited by law from making selective public disclosure no less restrictive than the terms of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Informationthis Agreement. The Parties acknowledge and agree that Receiving Party will be responsible for any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement by its employees, officers and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofdirectors.

Exceptions. The Parties’ respective obligations (i) Notwithstanding that information related to customers of the Corporation is disclosed by Service Provider to Service Recipient under Section 15.1 will not apply to any such information: (a) that isthis Agreement, as of the time of its disclosure or thereafter becomes, part of the public domain through a source other than the receiving Party; (b) that was known to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse consequence of such information (including by BNY Mellon or any of its employees or agentshaving been in Service Provider’s possession prior to the Effective Date, or any trading on the basis of such information by anyone will be deemed to be Confidential Information of the Corporation under this Agreement. (ii) Each Party may, in receipt its capacity as a Receiving Party, disclose Confidential Information of such informationthe Disclosing Party: (i) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted except as described in Section 15.1 hereof10, if and to the extent required by a Governmental Entity or otherwise as required by applicable Law, provided that the Receiving Party must first give the Disclosing Party notice of such compelled disclosure (except where prohibited by applicable Law from doing so) and must use commercially reasonable efforts to provide the Disclosing Party with an opportunity to take such steps as it desires to challenge or contest such disclosure or seek a protective order. Thereafter, the Receiving Party may disclose the Confidential Information of the Disclosing Party, but only to the extent required by the Governmental Entity or applicable Law and subject to any protective order that applies to such disclosure; and (iii) to: (A) its accountants, internal and external auditors and other professional advisors if and to the extent that such Persons need to know such Confidential Information in order to provide the applicable professional advisory services relating to the Receiving Party’s business; (B) potential investors, lenders, permitted assignees or successors of the Receiving Party if and to the extent that such Persons need to know such Confidential Information in connection with a potential investment, financing, sale, merger, amalgamation or other corporate transaction involving all or part of the business or assets of the Receiving Party; (C) employees of the Receiving Party, its affiliates and its subcontractors if and to the extent that such Persons need to know such Confidential Information to perform their respective obligations under this Agreement; and (D) dealers of the Corporation if and to the extent required to carry out services and other activities relating to subscribers and provided that only Confidential Information related to subscribers may be disclosed under this Section and that BNY Mellon shall apprise all this right of disclosure does not derogate from any disclosure restrictions under the Purchase Agreement and any ancillary agreements related to the transactions set out therein; provided that any such persons having access Person is aware of the obligation hereunder provisions of this Section 9 and under applicable law to prevent unauthorized disclosure has entered into a written agreement with the Receiving Party that includes confidentiality obligations in respect of such Confidential Information. The Parties acknowledge and agree Information of the Disclosing Party that any breach of are no less stringent than those contained in this Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereof9.

Exceptions. The Parties’ respective obligations under Section 15.1 will following information is not apply to any such information: "Confidential Information" for the purposes of this Agreement: (ai) that is, as of information which at the time of its disclosure receipt by the Recipient Party is in the public domain, or thereafter becomes, part of subsequently comes into the public domain through a source no fault of the Recipient Party or its personnel, other than as a result of breach of this Agreement or any separate confidentiality undertaking between the receiving Party; Parties, (bii) that was known to information which the receiving Recipient Party as received lawfully, free of the time any obligation of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned confidence, from a third party which itself was not under any obligation of confidence in relation to that information, (iii) information which was already known to be the Recipient Party before receipt under a confidentiality obligation this Agreement, (iv) information which was developed or created independently by or on behalf of the Recipient Party or an Affiliate of the Recipient Party; or (v) information which is disclosed by the Recipient Party with the prior written approval of the Disclosing Party in accordance with the terms of such written approval. The Recipient Party may disclose Confidential Information of the Disclosing Party to the disclosing Party or (e) that extent such disclosure is required to be disclosed pursuant to applicable law, rule, regulation, requirement by law or order of any law enforcement agency, a court order or other legal process or at the request of a regulatory governmental authority. The Parties acknowledge , provided that the Recipient Party shall use reasonable efforts to promptly notify the other Party prior to such disclosure. Each Party may disclose the existence of this Agreement and the relationship of the parties, but agrees that the specific terms of this Agreement are required to will be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphstreated as Confidential Information; provided, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdingshowever, that disclosure each Party may disclose the terms of this Agreement to those with a need to know and under a duty of confidentiality such as accountants, lawyers, bankers and investors. Nothing in this Agreement or the disclosures envisaged by this clause 12 shall (except as expressly agreed otherwise) operate to transfer, or operate as a grant of any and all such information licenses, to BNY Mellon hereunder is made strictly under any intellectual property rights in the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereof.

Exceptions. The Parties’ respective This Agreement shall not prohibit the disclosure of Confidential Information which: the Recipient can prove by documentary evidence produced within 28 days of a request to do so, was information already in its possession and at its free disposal; or the Recipient can prove by documentary evidence produced within 28 days of a request was independently developed by it without reference to the Discloser’s Confidential Information; or is after the date of this Agreement disclosed to the Recipient without any obligations under Section 15.1 will of confidentiality by a third party who is not apply in breach of any duty of confidentiality in doing so; or is or becomes generally available to any such information: (a) that is, as of the time of its disclosure public in printed publications in general circulation or thereafter becomes, part of otherwise enters the public domain through a source other than no act or default on the receiving Party; (b) that was known part of the Recipient. This Agreement shall not prohibit the disclosure of Confidential Information to the receiving Party as extent such disclosure is required: by law; by the rule of a stock exchange on which the shares of the time Recipient are listed or traded; or by a governmental, regulatory or other authority with relevant powers, provided such disclosure is made after taking into account the reasonable requirements of the Discloser as to its timing, content and manner of making or despatch Each Recipient will be liable under this Agreement for the acts and/or omissions of its disclosure and was own Affiliates (whether or not otherwise subject they remain as its Affiliates) as if they were its own acts or omissions under this Agreement. Neither party is responsible for or shall have any liability to confidentiality obligations; (c) that is independently developed the other party for any expenses, costs, losses and/or liabilities of any nature suffered by the receiving Party without reference to such information; (d) other party as a result of its receipt of or use of the other party’s Confidential Information in accordance with this Agreement. Each Recipient acknowledges that is subsequently learned from a third party damages may not known to be under a confidentiality obligation to an adequate remedy for any breach by the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms Recipient of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all as such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree each Recipient acknowledges that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights remedies that the Discloser may be entitled to as a matter of law, the Discloser shall be entitled to seek equitable relief, including but not limited to, injunctive relief and/or specific performance, if the Recipient is in breach or potential breach of this Agreement. Each party shall indemnify and remedies they may have pursuant to keep fully indemnified the other party at all times against all liabilities, costs (including legal costs on an indemnity basis), expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and other reasonable costs and expenses suffered or incurred by such party) arising from any breach of this Agreement and at law from the actions or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, omissions of any information in violation Affiliates. Neither party gives the other party any warranty, guarantee, assurance, promise or other undertaking as to the accuracy or otherwise of Section 15.1 hereofits Confidential Information. Neither party warrants or represents, by entering into this Agreement, that they will enter into any further contract with the other party.

Exceptions. The Parties’ respective obligations under Section 15.1 will not apply to Confidential Information shall not, however, include any such informationinformation that: (ai) that is, as was publicly known or made generally available without a duty of confidentiality prior to the time of its disclosure or thereafter becomes, part of the public domain through a source other than the receiving Partyby Discloser to Recipient; (bii) that was becomes publicly known or made generally available without a duty of confidentiality after disclosure by Discloser to Recipient through no wrongful action or inaction of Recipient; (iii) is in the receiving Party as rightful possession of Recipient without confidentiality obligations at the time of its disclosure by Discloser to Recipient as shown by Recipient’s then-contemporaneous written files and was not otherwise subject to confidentiality obligationsrecords kept in the ordinary course of business; (civ) that is obtained by Recipient from a third party without an accompanying duty of confidentiality and without a breach of such third party’s obligations of confidentiality; or (v) is independently developed by the receiving Party Recipient without use of or reference to Discloser’s Confidential Information, as shown by written records and other competent evidence prepared contemporaneously with such informationindependent development; (d) provided that any combination of individual items of information shall not be deemed to be within any of the foregoing exceptions merely because one or more of the individual items are within such exception, unless the combination as a whole is within such exception. However, the Discloser´s information in tangible form, that does not contain a Confidential designation, and discussions relating to Confidential Information, shall nevertheless be protected hereunder as Confidential Information, if the Recipient knew, or should have reasonably known under the circumstances, that the information was confidential and had been communicated to it in confidence. Compelled Disclosure. If Recipient becomes legally compelled to disclose any Confidential Information, other than pursuant to a confidentiality agreement, Recipient will provide Discloser prompt written notice, if legally permissible, and will use its best efforts to assist Discloser in seeking a protective order or another appropriate remedy. If Discloser waives Recipient’s compliance with this Agreement or fails to obtain a protective order or other appropriate remedy, Recipient will furnish only that portion of the Confidential Information that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is legally required to be disclosed; provided that any Confidential Information so disclosed pursuant shall maintain its confidentiality protection for all purposes other than such legally compelled disclosure. Non-use and Non-disclosure Recipient shall not use any Confidential Information of Discloser for any purpose except to applicable lawevaluate and engage in discussions concerning the Purpose. Recipient shall not disclose any Confidential Information of Discloser to third parties or to Recipient’s employees, ruleexcept that, regulationsubject to Section 4 below, requirement Recipient may disclose Discloser’s Confidential Information to those employees of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement Recipient who are required to be publicly disclosed by have such information in order to evaluate or engage in discussions concerning the Funds pursuant Purpose. Recipient shall not reverse engineer, disassemble, or decompile any prototypes, software, samples, or other tangible objects that embody Discloser’s Confidential Information and that are provided to applicable lawRecipient under this Agreement. Maintenance of Confidentiality Recipient shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of Discloser. Without limiting the generality foregoing, Recipient shall take at least those measures that it employs to protect its own confidential information of a similar nature and shall be liable for any disclosure or unauthorized use of Confidential Information by its employees to whom Recipient has disclosed the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of Confidential Information. Recipient shall reproduce Discloser’s proprietary rights notices on any and all such information to BNY Mellon hereunder is made strictly under authorized copies in the conditions of confidentiality same manner in which such notices were set forth in Section 15.1 hereof and solely for or on the purposes original. Recipient shall promptly notify Discloser of the performance of custodial services hereunder, that any unauthorized disclosure use or misuse of such information (including by BNY Mellon or any of its employees or agentsdisclosure, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on suspected unauthorized use or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in partdisclosure, of any information in violation Discloser’s Confidential Information of Section 15.1 hereofwhich Recipient becomes aware.

Exceptions. The Parties’ respective obligations under restrictions set forth in this Article 11 shall not prevent (i) Amgen (and Memory to the extent permitted by Article 9) from in accordance with the terms of this Agreement, preparing, filing, prosecuting or maintaining a patent application or its resulting patents related to a Product, (ii) Amgen or, after the Agreement Term with [*] CONFIDENTIAL TREATMENT IS REQUESTED respect to Confidential Information Memory is permitted to use pursuant to Article 12, Memory from disclosing Confidential Information to governmental agencies to the extent required or desirable to secure government approval for the development, manufacture or marketing of a Product, or (iii) Memory from disclosing Confidential Information of Memory that consists of Memory Know-How that is in existence as of the Effective Date, Memory Know-How this is developed outside of the Research Collaboration, Memory Patent Rights, Memory's interest in Joint Patent Rights, and General Inventions (even if such Confidential Information of Memory is deemed to be Confidential Information of Amgen pursuant to the penultimate sentence of Section 15.1 will not apply 11.1), in addition to Confidential Information related to [*] and amounts payable in the future pursuant to Articles 4 and 5 of the Agreement to a Third Party that Memory reasonably believes in good faith to be a [*], so long as, with respect to any such information: (a) entity, such [*] executes a confidentiality agreement which is at least as restrictive as the provisions of this Article 11, PROVIDED, HOWEVER, that is, as of the time Memory shall provide [*] days prior written notice to Amgen of its disclosure or thereafter becomes, part intent to disclose such Confidential Information of the public domain through a source other than the receiving Party; (b) Memory that was known is deemed to be Confidential Information of Amgen pursuant to the receiving Party as penultimate sentence of Section 11.1 (such notice need only be delivered once per [*]); PROVIDED FURTHER, HOWEVER, that such notice shall not be required if such Confidential Information is limited to the time financial provisions contained in Article 4 and Article 5 of its disclosure and was this Agreement. Notwithstanding the foregoing, Memory may request the consent of Amgen, such consent not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation unreasonably withheld, to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and disclose additional terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of such a Third Party described in the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofsentence.

Exceptions. The Parties’ respective obligations under Section 15.1 will not apply Supplier shall have no liability or obligation to any such information: (a) that is, as of the time Indemnified Parties for that portion of its disclosure or thereafter becomes, part a Covered Loss which is based on (and only to the extent such portion is based on): i. use of the public domain through Provided Elements by the Indemnified Parties in a source manner that constitutes a material breach of this Agreement (including use of the Materials in a manner that violates any licenses granted under this Agreement); or ii. an unauthorized modification of the Provided Elements by an Indemnified Party; oran Indemnified Party’s deliberate continued use of the Provided Elements in their unchanged, unmodified form after the Likely Implementation Date after Supplier has promptly consulted with such Indemnified Party as to Supplier-provided modifications or changes in the Provided Elements (e.g., a new version of the Software) required to avoid such Covered Claim and offered to implement those modifications or changes at Supplier’s sole expense if (i) such Covered Claim would have been avoided by such implementation of such modifications or changes, and (ii) the modified or changed Provided Elements were functionally equivalent while retaining the quality of the original Provided Elements and complying fully with all representations and warranties set forth in this Agreement (the “Likely Implementation Date” being the first date by which all such Supplier-provided modifications or changes could reasonably have been fully and successfully implemented without causing any material business disruption to the Indemnified Party); or iii. Supplier’s contractually required conformance to the Indemnified Party’s written specifications, unless any one or more of the following is true: 1. there was a technically feasible non-infringing means of complying with those specifications; or 2. the relevant specifications are designed to bring the Provided Elements into compliance with, or have the Provided Elements conform to, an industry standard promulgated by a generally recognized industry standards-setting body (e.g., IEEE, ITU, 3GPP, ETSI, W3C, etc.); or 3. the Provided Elements are or have been provided by or on behalf of Supplier to any third party at any time; or 4. the Provided Elements are or have been available on the open market (i.e., provided or offered for general availability to all interested customers by a third party other than the receiving Partythird party who brought the Covered Claim against the Indemnified Parties) at any time; or 5. the relevant specifications for the Provided Elements are of Supplier’s (b) that was known to the receiving Party as of the time or one or more of its disclosure and was not otherwise subject to confidentiality obligations; (csub-suppliers’) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable laworigin, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agentsdesign, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofselection.

Exceptions. The Parties’ respective Notwithstanding the foregoing, Recipient will have no obligations under Section 15.1 will not apply of confidentiality and non-use with respect to any such information: portion of Disclosing Party’s Confidential Information that: (a) that isis or later becomes generally available to the public by use, as publication or the like, through no violation of this Agreement on the part of Recipient, its Affiliates or its Representatives; (b) is disclosed without restriction to Recipient, its Affiliates or Representatives by a third party who is in legal possession of such information and whose disclosure to Recipient, its Affiliate or Representative does not, to the knowledge of Recipient, violate any contractual, legal or fiduciary obligation to Disclosing Party or any third party; (c) is lawfully in Recipient’s possession (by means other than prior disclosure from Disclosing Party) without any obligation to maintain confidentiality at the time of its disclosure or thereafter becomes, part of the public domain through a source other than the receiving Partyreceipt hereunder; or (bd) that was known to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by Recipient without aid, use or benefit of Confidential Information. In the receiving event that Recipient is required by law or court order to disclose any Confidential Information, Recipient will, to the extent permissible, give Disclosing Party without reference prompt notice thereof so that Disclosing Party may, at its sole cost and expense, seek an appropriate protective order to obtain confidential treatment for such disclosed information. In addition, Recipient will, at Disclosing Party’s sole cost and expense, (i) take all reasonable actions to obtain confidential treatment for any disclosed Confidential Information; (dii) that is subsequently learned from reasonably cooperate with Disclosing Party in its efforts to seek such a third party not known to be under a confidentiality obligation protective order; and (iii) limit such disclosure of Disclosing Party’s Confidential Information to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and fullest extent permitted under applicable law to prevent unauthorized disclosure based on the advice of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofcounsel.

Exceptions. The Parties’ respective obligations under Notwithstanding Section 15.1 will not apply to 10.2(a), any such information: (a) that is, as of the time of its disclosure or thereafter becomes, part of the public domain through a source other than the receiving Party; (b) that was known to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that hereto may disclose the existence and terms of this Agreement and the transactions contemplated hereby (i) to federal and state regulatory agencies in connection with applications for approval of such transactions (or, in the case of any regulated Affiliate of a Member, in connection with audits by the applicable regulatory authorities), including to the FCC as part of any application to participate in the Auction and/or any application for a license or licenses won in the Auction, it being understood and agreed that the contents of such applications are generally available to the public, (ii) to financial institutions in connection with financings of the transactions contemplated hereby and (iii) if counsel for any party advises that a press release or public disclosure is required by Applicable Law or the applicable rules of any stock exchange, then the parties shall use their commercially reasonable efforts to cause a mutually acceptable press release to be issued, and in all events the party required to make such disclosure shall be publicly free to do so; provided that in each *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. case (other than clause (iii) above and to the extent submitted to the FCC as part of the contents of an application to participate in the Auction or a post-Auction application for licenses on which the License Company is the Winning Bidder) commercially reasonable efforts are used to seek confidential treatment from any such person to whom such information is disclosed and the other parties hereto are notified contemporaneously of such disclosure; provided, further, that the parties acknowledge that the Bidding Protocol constitutes valuable trade secrets of the Company and is extremely sensitive and confidential, and shall not be disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges parties hereto unless disclosure is compelled by regulatory or other legal process and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not then only financial damage, but irreparable harm upon adequate prior notice to the other Partyparty, for which money damages will not provide party shall have an adequate remedy. Accordinglyopportunity to seek an appropriate protective order, in and such disclosure shall be made only to the event extent necessary to comply with the requirements of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law regulatory or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereoflegal process under which it is so compelled.

Exceptions. The Parties’ respective Notwithstanding Section 6.2, a receiving party may disclose Confidential Information without violating the obligations of this Agreement, to the extent: (1) the disclosure is required by applicable law, any governmental authority or regulatory body or any stock exchange or antitrust authority with authority over the party or any of its affiliates; (2) the disclosure is required for the purpose of any judicial proceedings arising out of this Agreement; (3) the disclosure is to affiliates of a party; (4) the disclosure is required to be made to a tax authority in connection with the tax affairs of the party or its affiliates; (5) the disclosure is made to professional advisers of the party or any of its affiliates provided such advisers owe a professional duty of confidentiality in relation to the information disclosed; (6) the other party has given prior written approval to the disclosure, provided that the receiving party provides the disclosing party with reasonable prior written notice of such required disclosure and makes a reasonable effort to obtain, or to assist the disclosing party in obtaining, a protective order preventing or limiting the disclosure and/or requiring that the Confidential Information so disclosed be used only for the purposes for which disclosure is required. In addition, notwithstanding Section 6.2, a receiving party will not have obligations under Section 15.1 will not apply this Agreement with respect to any a specific portion of the Confidential Information of the disclosing party to the extent such informationreceiving party can demonstrate with competent evidence that such portion of Confidential Information: (a) that is, as of the time of its disclosure or thereafter becomes, part of was in the public domain through a source other than at the time it was disclosed to the receiving Partyparty; (b) that entered the public domain subsequent to the time it was known disclosed to the receiving Party as party, through no fault of the time of its disclosure and was not otherwise subject to confidentiality obligationsreceiving party; (c) that is independently was in the receiving party’s possession free of any obligation of confidence at the time it was disclosed to the receiving party; (d) was rightfully communicated to the receiving party free of any obligation of confidence subsequent to the time it was disclosed to the receiving party; or (e) was developed by the receiving Party party independently (i.e., not in connection with this Agreement or at the direction or for the benefit of the Company) and without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to or use of the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such party’s Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereof.

Exceptions. The Parties’ respective obligations under Section 15.1 will not apply to any such information: Notwithstanding the foregoing, (a) that isOwner shall be entitled to assign its right, as title and interest in and to this Agreement (and, in particular, any rights arising in relation to any insurance policy and any other right to collect any amount from Contractor) to the Financing Parties by way of security for the time performance of its disclosure or thereafter becomesobligations to such Financing Parties without the consent of Contractor who, part subject to any consent entered into by Contractor with the Financing Parties, may further assign such rights, title and interest under this Agreement upon exercise of remedies by a Financing Party following a default by Owner under the public domain through a source other than financing agreements entered into between Owner and the receiving Party; Financing Parties and (b) that was known each Party shall be entitled to assign its right, obligation, title and interest in and to this Agreement to any of its Affiliates or in connection with a merger or acquisition of substantially all of the assets of a Party, subject to the receiving Contractor Performance Security and Equity Contribution Agreement, as applicable, and continued validity thereof. Contractor shall execute any consent and agreement or similar documents with respect to such an assignment described in subclause (a) as the Financing Parties may reasonably request and acknowledges that such consent and agreement or similar document (which shall be reasonably acceptable to Contractor) may, among other things, require Contractor to give the Financing Parties notice of, and an opportunity to cure, any breach *** CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. of this Agreement by Owner. Contractor shall reasonably cooperate with Owner in the negotiation and execution of any reasonable amendment or addition to this Agreement required by the Financing Parties; provided, however, that Contractor shall not be obligated without a Change Order under Section 11.4(b) to accept any undertaking imposed by any Financing Party as which Contractor reasonably believes will have an actual and demonstrable increase in Contractor's costs and/or schedule. Contractor shall, at Owner's cost and subject to the confidentiality provisions set forth in Article 25, make available to the Financing Parties and other Persons involved in the financing or refinancing of the time Facility who have a need-to-know (e.g., counsel to a lender or any such other Person, Governmental Authority, underwriters, rating agencies, independent reviewers and feasibility consultants) such information in the control of its disclosure and was not otherwise subject Contractor (including financial information concerning Contractor) as may reasonably be requested by Owner on behalf of the Financing Parties or the Financing Parties' engineer with respect to confidentiality obligations; (c) that is independently developed by financing of the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to Project or the disclosing Party Facility. Contractor further agrees that, in connection with the financing or (e) that is required to be disclosed pursuant to applicable lawrefinancing of the Facility, ruleContractor shall, regulation, requirement of any law enforcement agency, court order or other legal process or at the request and expense of a regulatory authority. The Parties acknowledge that Owner, provide an opinion of counsel as to the existence and terms enforceability against Contractor of this Agreement are required until expiration of the last Warranty Period. Any authorized assignment of this Agreement by either Party shall relieve such Party of its obligations hereunder at such time as the authorized successor agrees in writing to be publicly disclosed bound by the Funds pursuant to applicable lawsuch assigning Party's obligations hereunder. Without limiting the generality Any purported assignment of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of this Section 15.1 hereof26.2 shall be null and void and shall be ineffective to relieve either Party of its obligations hereunder.

Exceptions. The Parties’ respective obligations under of confidentiality, non-disclosure, and non-use set forth in Section 15.1 will 14.1 shall not apply to the extent the receiving Party (the “Recipient”) can demonstrate that the disclosed information (i) was in the public domain at the time of disclosure to the Recipient by the other Party, or thereafter entered the public domain, in each case other than as a result of actions of the Recipient, its Affiliates or Agents, in breach of this Agreement; (ii) was rightfully known by the Recipient or its Affiliates (as properly demonstrated by the Recipient) prior to the date of disclosure to the Recipient by the other Party; (iii) was independently developed by the Recipient or its Affiliates without the aid, application or use of Confidential Information of the other Party (as properly demonstrated by the Recipient); or (iv) was received by the Recipient or its Affiliates on an unrestricted basis from a Third Party rightfully in possession of such information and not under a duty of confidentiality to the other Party. Notwithstanding any other provision of this Agreement, Recipient’s disclosure of [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. Page 51 Confidential Information shall not be prohibited if such informationdisclosure: (a) is in response to a valid order of a court or other Governmental Authority; provided, however, that is, as Recipient provides the other Party with prompt prior written notice of such disclosure in order to permit the time other Party to seek a protective order or other confidential treatment of its disclosure such Confidential Information; or thereafter becomes, part of the public domain through a source other than the receiving Party; (b) that was known to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant by applicable law or regulation; provided, however, that Recipient limit such disclosure to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at only the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are Confidential Information so required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofdisclosed.

Exceptions. The Parties’ respective obligations of the Employee under Section 15.1 will Sections 1, 2, 3, 4, and 5 herein shall not apply to any such information: (a) that is, as of Confidential Information: a. which at the time of its disclosure is, or thereafter becomes, part available to the trade or the public without restriction other than through the fault, negligence, or other acts of the public domain through Employee; b. which is lawfully and in good faith obtained by the Employee from an independent third party without breach of this Agreement, as shown by documentation sufficient to establish the third party as a source other than of the receiving PartyConfidential Information, and not obtained by the third party from the Company or by unlawful or improper means; (b) that or c. which the Employee can establish, by documented and competent evidence, was known in his possession prior to the receiving Party as date of disclosure of such Confidential Information by the time of its disclosure and Company or an entity affiliated with the Company, or was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference Employee. Notwithstanding the above, however, the Employee and the Company further agree that individual elements of the Confidential Information may be or become available to the general public or a third party through no fault of the Employee, but that such information; (d) availability of individual elements of knowledge may not produce cognizant appreciation of the value of elements of knowledge and may not render known an integrated package of information having the value of the Company's integrated package of know-how with its various parameters already reconciled and optimized in substantial part. Accordingly, the Employee understands that is subsequently learned public availability, or the availability from a third party party, of the individual parts of the Confidential Information does not known to be under a confidentiality release his obligation to the disclosing Party or (e) of confidence for Confidential Information that is required not already publicly available. Further, the Employee will not be permitted to be disclosed pursuant justify disregard of the obligations of confidence by use of the Confidential Information or parts thereof to applicable lawguide a search to piece together a series of items of knowledge from unconnected sources, rule, regulation, requirement fitting them together by use of any law enforcement agency, court order or other legal process or at the request Company's package of Confidential Information to make a regulatory authorityshowing of nonsecrecy of such information. The Parties acknowledge that the existence and terms foregoing provisions of this Agreement are required to Section 6 notwithstanding, the Employee shall not be publicly disclosed by more burdened against use of information from public sources or third party sources than a third party competitor would be, had he not received disclosure of either the Funds pursuant to applicable law. Without limiting Confidential Information or the generality value of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon Confidential Information or any of its employees parts, and had he not had his interest therein sponsored or agents, initiated by knowledge of the Confidential Information or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on part thereof or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedyits value. Accordingly, subject to the restrictions set forth herein, the Employee remains free to act on and use available information from public sources or from third party sources when and to the extent a competitor of the Company, otherwise disinterested, would in the event natural course of a breach business learn of, appreciate the value of, and use such public source or third party source information without having responded to initiative or interest suggested by knowledge of Section 15.1 hereofthe Confidential Information, its parts or the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofvalue thereof.

Exceptions. The Parties’ respective obligations provisions of Section 10.1 shall not prohibit disclosure or use if and to the extent: (i) the disclosure or use is required by any bankruptcy and/or insolvency proceedings, law, any regulatory body or any stock exchange; (ii) the disclosure or use is required for the purpose of any judicial proceedings arising out of this Agreement or any other agreement entered into under Section 15.1 will not apply or pursuant to any such information: this Agreement; (aiii) that is, as the disclosure is made to a tax authority in connection with the tax affairs of the disclosing Party; (iv) the disclosure is made to professional advisers, auditors, contractors, employees, officers, directors, governmental entities and non- governmental entities and bodies (to the extent the Services involve the preparation of filings, tax returns or other documents intended or required to be filed with such entities or bodies), or actual or potential bidders, investors, financiers or buyers of either Party on terms that such persons (other than governmental entities and non-governmental regulatory entities and bodies) undertake to comply with confidentiality obligations broadly equivalent to those set out in this Section 10, including, in particular, the lenders, together with their professional advisers, under the Amended and Restated Senior Secured Superpriority Debtor-in-Possession Credit Agreement dated April 28, 2017 under which SUNE is the borrower (as amended, restated, supplemented or otherwise modified from time to time, the "Replacement DIP Credit Agreement"), subject to the confidentiality provisions set forth in the Replacement DIP Credit Agreement; (v) the information is or becomes publicly available (other than by breach of its this Agreement); (vi) the other Party has given prior written approval to the disclosure or thereafter becomes, part of use; (vii) the public domain through a source other than the receiving Party; (b) that was known to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that information is independently developed after the Effective Date; (viii) the disclosure or use is made in connection with the rejection of any contracts or release of any claims related thereto by SUNE or its Debtor Affiliates in connection with the receiving Party without reference to such informationChapter 11 Cases; or (dix) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that disclosure is required to be disclosed pursuant enable a Party to meet any employee information or consultation obligations in accordance with applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge ; provided that the existence and terms of this Agreement are required prior to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information pursuant to Section 10.2(i) or 10.2(iii), the Party concerned shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of promptly notify the obligation hereunder and under applicable law to prevent unauthorized disclosure other Party of such Confidential Information. The Parties acknowledge and agree requirement with a view to providing that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm other Party with the opportunity to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain contest such disclosure or misuse, in whole use or in part, otherwise to agree the timing and content of any information in violation of Section 15.1 hereofsuch disclosure or use.

Exceptions. The Parties’ respective obligations under of non-use and non-disclosure set forth in Section 15.1 will 10.1 shall not apply to any the extent that it can be established by the Receiving Party that such information: Confidential Information: (a) that iswas in the lawful knowledge and possession of the Receiving Party prior to the time it was disclosed to the Receiving Party, or was otherwise developed independently by or for the Receiving Party, as evidenced by written records kept in the ordinary course of business, or other documentary proof of actual use by the Receiving Party; (b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the Receiving Party; (c) became generally available to the public or thereafter becomes, otherwise part of the public domain through a source other than the receiving Party; (b) that was known to the receiving Party as of the time of after its disclosure and was not otherwise subject to confidentiality obligationsother than through any act or omission of the Receiving Party in breach of this Agreement; (c) that is independently developed by the receiving Party without reference to such information; or (d) that is subsequently learned from was disclosed to the Receiving Party, other than under an obligation of confidentiality, by a third party not known Third Party who, to be under a confidentiality the knowledge of the Receiving Party, had no obligation to the disclosing Disclosing Party or (e) that is required not to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all disclose such information to BNY Mellon hereunder is made strictly under others. Notwithstanding anything to the conditions contrary in this Agreement, a Receiving Party may use any learning, skills, ideas, concepts, techniques, know-how and information, including general chemistry methodologies and general SAR (structure-activity relationship) concepts, retained in intangible form in the unaided memory of confidentiality the Receiving Party’s directors, employees, contractors, advisors, agents and other personnel of the Receiving Party who had access to the Disclosing Party’s Confidential Information (collectively, “Residual Information”) for any purpose, provided that (i) the Receiving Party may not disclose to Third Parties such Confidential Information except as set forth in Section 15.1 hereof 10.3, and solely (ii) this right to use Residual Information does not represent a license to any Patents Controlled by the Disclosing Party. For purposes of clarity, nothing contained in the preceding sentence gives the Receiving Party the right to publish or otherwise disclose or use the tangible source of any Residual Information for any purpose other than as provided for in this Agreement. A personnel’s memory will be considered unaided only if such personnel has not intentionally memorized the information for the purposes purpose of the performance of custodial services hereunderretaining and/or subsequently recording, that any unauthorized disclosure publishing, disclosing or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofusing it.

Exceptions. The Parties’ respective Notwithstanding any provision of this Section 39(a) to the contrary, TowerCo shall not be required to make any payment to any Tax Indemnitee in respect of any Tax Loss to the extent that any such Tax Loss occurs as a result of one or more of the following events: (i) Except to the extent of any inaccuracy of a representation or breach of covenant of TowerCo in Section 39(a)(2) hereof, any act of TowerCo or any assignee or sublessee of TowerCo or any user of the Subleased Property (other than SBC or its Affiliates) other than any act required under any of the Transaction Documents, or any failure by TowerCo to perform any act required of it under any of the Transaction Documents or any act reasonably requested by any SBC Group Member with respect to which the three conditions in Section 39(a)(3)(i)(D) have been satisfied, a determination that the Sublease is not a "true lease" for federal income tax purposes or such Tax Indemnitee is not the owner or Sublessor of the applicable Subleased Property; 72 70 (ii) Except to the extent caused by any inaccuracy of a representation or breach of covenant of TowerCo in Section 39(a)(2) hereof, any act of TowerCo or any assignee or sublessee of TowerCo or any user of the Subleased Property (other than SBC or its Affiliates) other than any act required under any of the Transaction Documents, or any failure by TowerCo to perform any act required of it under any of the Transaction Documents or any act reasonably requested by any SBC Group Member with respect to which the three conditions in Section 39(a)(3)(i)(D) have been satisfied, the voluntary sale, assignment, transfer, or other disposition or the involuntary sale, assignment, transfer, or other disposition attributable to the bankruptcy, insolvency or the breach of any covenant or obligation of the Tax Indemnitee set forth in the Transaction Documents of or by any such Tax Indemnitee, in either case, of any of the Subleased Property or portion thereof by any such Tax Indemnitee other than a sale, assignment, transfer, or disposition (A) contemplated by the Transaction Documents or otherwise; (B) otherwise resulting from the exercise by any SBC Group Member of its rights or performance of its obligations under Section 15.1 will the Transaction Documents; or (C) attributable to a default by TowerCo and/or exercise of remedies under this Sublease; (iii) the gross negligence or willful misconduct of such Tax Indemnitee; (iv) penalties, interest, or additions to Tax to the extent based upon issues unrelated to the transactions contemplated by the Sublease and related documents; (v) the inclusion in income by any SBC Group Member on its U.S. federal income tax return of any amount attributable to an Inclusion unless (x) such Inclusion is supported by a written opinion of independent tax counsel that there is no reasonable possibility of success in taking the position that the amount is not apply includable in income, or (y) such Inclusion shall be due to the failure of TowerCo timely to provide Tax Indemnitee with information reasonably available to TowerCo that is timely requested in writing by the Tax Indemnitee and necessary for the Tax Indemnitee to exclude such amounts from income; and (vi) any such information: (a) that is, as failure of the time Tax Indemnitee to have taken all the actions, if any, required of its disclosure or thereafter becomesit by Section 39(d) hereof to contest the Loss and such failure materially prejudices the ability to contest, part of the public domain through and TowerCo has a source reasonable basis for such contest (other than the receiving Party; (b) that was known a failure attributable in whole or part to the receiving Party as failure of TowerCo to follow the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality procedures set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information39(d) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereof).

Exceptions. The Parties’ respective obligations under Notwithstanding Section 15.1 9.1, the restrictions provided in this Article 9 will not apply to any information that is (and such information: information will not be considered confidential or proprietary under this Agreement) (a) that is, already publicly available or in the public domain as of the time of its disclosure Effective Date or thereafter becomesbecomes publicly known through no act, part omission or fault of the public domain through a source other than receiving Party or any third party to whom the receiving PartyParty provided such information; (b) that with respect to Proprietary Information, is or was known already in the possession of the receiving Party at the time of disclosure by the disclosing Party, except to the extent same constitutes the intellectual property, process, protocols, best practices and technology reasonably required to produce the Products, in which case Greatbatch shall keep same confidential as if it were the Proprietary Information of Customer unique to the Products and; (c) is disclosed to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned on an unrestricted basis from a third party not known under an obligation of confidentiality to the other Party or any affiliate of such other Party with respect to such information; or (d) information that is identical to, or similar in nature to the purported Proprietary Information but has been independently created, as evidenced by written or electronic documentation, without any aid, application or use of the confidential Proprietary Information. A disclosure as required by Applicable Law will not be considered to be under a confidentiality obligation violation of this Article 9, provided that the receiving Party uses reasonable efforts to give the disclosing Party or (e) advance notice , if legally permitted, of such required disclosure in sufficient time to enable the disclosing Party to seek confidential treatment for such information, and provided further that the receiving Party provides all reasonable cooperation to assist the disclosing Party to protect such information and limits the disclosure to that information which is required by Applicable Law to be disclosed pursuant disclosed. Moreover, either Party may use Proprietary Information to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at enforce the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required or any ancillary agreement between the Parties or their affiliates if it gives reasonable advance notice to be publicly disclosed by the Funds pursuant other Party to applicable law. Without limiting permit the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of other Party a sufficient opportunity to take any and all such information measures to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse ensure confidential treatment of such information (including by BNY Mellon or any of its employees or agents, or any trading on and the basis of such information by anyone in receipt disclosing Party will provide reasonable cooperation to protect the confidentiality of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereof.

Exceptions. The Parties’ respective Receiving Party’s obligations under Section 15.1 will clause 7.1 shall not apply to any information if and to the extent the Receiving Party can document that such information: : (a) that is, as of was already lawfully known to the Receiving Party at the time of initial disclosure by the other Party (expressly excluding, where Seller or any of its disclosure Affiliates is the Receiving Party, the Transferred Materials, any unpublished patent applications included in the Transferred Patents, and any trade secrets or thereafter becomesother confidential and proprietary information contained in the Transferred IPRs (including as such trade secrets and other confidential and proprietary information may be included, part of the public domain through a source other than the receiving Party; incorporated or embodied in Successor Versions and Combination Versions); (b) that was known disclosed to the receiving Receiving Party as of by a third party who had the time of its right to make such disclosure and was not otherwise subject to without any confidentiality obligations; restrictions (including the confidentiality restrictions set forth herein or in any other Ancillary Agreement); (c) that is, or through no fault of the Receiving Party has become, generally available to the public; or (d) is independently developed by the receiving Receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm or reference to the other Party’s Confidential Information. In addition, the Receiving Party will be allowed to disclose Confidential Information of the other Party to the extent that such disclosure is: (i) expressly approved in writing by the other Party prior to such disclosure; (ii) necessary for which money damages will not provide an adequate remedy. Accordinglythe Receiving Party to enforce its rights under this Agreement in connection with a legal proceeding, provided that the Receiving Party shall, prior to disclosure and at its own expense, seek a protective order appropriate to preserve the other Party’s rights in the confidential nature of the Confidential Information; or (iii) required by law or by the order or a court of similar judicial or administrative body, provided that the Receiving Party notifies the other Party of such required disclosure promptly and in writing and cooperates with the other Party, at the other Party’s reasonable request and expense, in any lawful action to secure a protective order appropriate to preserve the event other Party’s rights in the confidential nature of a breach the Confidential Information or otherwise to contest or limit the scope of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofsuch required disclosure.

Exceptions. The Parties’ respective obligations under Section 15.1 will not apply Notwithstanding the above, neither party shall have liability to the other with regard to any such information: Confidential Information of the other which: (ai) that iswas generally known and available at the time it was disclosed or becomes generally known and available through no fault of the receiver; (ii) was known to the receiver, as of without restriction, at the time of its disclosure or thereafter becomes, part as shown by the files of the public domain through receiver in existence at the time of disclosure; (iii) is disclosed with the prior written approval of the discloser; (iv) was independently developed by the receiver without any use of the Confidential Information and by employees or other agents of the receiver who have not been exposed to the Confidential Information, provided that the receiver can demonstrate such independent development by documented evidence prepared contemporaneously with such independent development; (v) becomes known to the receiver, without restriction, from a source other than the receiving Party; (b) that was known to discloser without breach of this Agreement by the receiving Party as receiver and otherwise not in violation of the time discloser's rights; or (vi) is inherently disclosed in the use, lease, sale or other distribution of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed any available product by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agentsSubsidiaries. In addition, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information each party shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunctiondisclose the other party's Confidential Information to the extent such disclosure is requested by the order or requirement of a court, without administrative agency, or other governmental body; provided, that the necessity party required to make the disclosure shall provide prompt, advance notice thereof to the disclosing party to enable the disclosing party to seek a protective order or otherwise prevent such disclosure. Further, with the prior written consent of posting the disclosing party, which shall not be unreasonably withheld, each party shall have the right at any bond or suretytime to disclose portions of the disclosing party's Confidential Information to its customers and License Agreement January 6, 2003 distributors on a need-to-know basis only to restrain the extent deemed necessary by such party to market and sell products to such customers and distributors, it being understood that any such consent by the disclosing party may be limited to such disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofunder a confidentiality agreement.

Exceptions. The Parties’ respective obligations under Section 15.1 will obligation of confidentiality contained in this Article 10 shall not apply to any the extent that such information: : (a) that is, as is or hereafter becomes generally available to the public other than by reason of any breach or default by the time Receiving Party of its disclosure or thereafter becomes, part of the public domain through a source other than the receiving Party; confidentiality obligation under this Collaboration Agreement; (b) that was already known to the receiving Receiving Party (as shown by its written records) prior to the date of receipt by the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that Receiving Party from the Disclosing Party hereunder or is independently developed by the receiving Receiving Party (as shown by its written records) without reference access to such the Disclosing Party’s information; or (c) is disclosed to the Receiving Party by a third-party not directly or indirectly under a duty of confidentiality to the Receiving Party; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing extent such disclosure is reasonable necessary in connection with the following: (i) filing, prosecuting or maintaining Collaboration Patents; (ii) IND’s or BLAs; (iii) prosecuting or defending litigation; (iv) compliance with applicable laws or court orders. Whenever the Receiving Party becomes aware of any state of facts which would or (e) that is required to be disclosed might result in disclosure of Confidential Information pursuant to applicable lawsubparagraph (d) above, ruleit shall, regulationif possible, requirement of promptly notify the Party making disclosure (the “Disclosing Party”) prior to any law enforcement agency, court such disclosure so that the Disclosing Party may seek a protective order or other legal process or at appropriate remedy and/or waive compliance with the request of a regulatory authority. The Parties acknowledge that the existence and terms provisions of this Agreement are required Collaboration Agreement. In any event, if the Receiving Party is unable to be publicly disclosed by promptly notify the Funds pursuant to applicable law. Without limiting Disclosing Party or if such protective order or other remedy is not obtained, or if the generality Disclosing Party waives compliance with the provisions of this Collaboration Agreement, the Receiving Party will furnish only that portion of the preceding paragraphs, BNY Mellon acknowledges information which it is advised by counsel is legally required and agrees will exercise reasonable efforts to obtain assurance that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under confidential treatment will be accorded the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damageEach party shall be entitled, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all any other rights and remedies they right or remedy it may have pursuant to this Agreement and have, at law or in equity) be entitled , to an injunction, without the necessity of posting enjoining or restraining any bond other party from any violation or surety, to restrain disclosure or misuse, in whole or in part, of any information in threatened violation of Section 15.1 hereofthis Article 9.

Exceptions. The Parties’ respective obligations under of confidentiality, non-disclosure, and non-use set forth in Section 15.1 will 14.1 shall not apply to the extent the receiving Party (the “Recipient”) can demonstrate that the disclosed information (i) was in the public domain at the time of disclosure to the Recipient by the other Party, or thereafter entered the public domain, in each case other than as a result of actions of the Recipient, its Affiliates or Agents, in breach of this Agreement; (ii) was rightfully known by the Recipient or its Affiliates (as properly demonstrated by the Recipient) prior to the date of disclosure to the Recipient by the other Party; (iii) was independently developed by the Recipient or its Affiliates without the aid, application or use of Confidential Information of the other Party (as properly demonstrated by the Recipient); or (iv) was received by the Recipient or its Affiliates on an unrestricted basis from a Third Party rightfully in possession of such information and not under a duty of confidentiality to the other Party. Notwithstanding any other provision of this Agreement, Recipient’s disclosure of [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. Confidential Information shall not be prohibited if such informationdisclosure: (a) is in response to a valid order of a court or other Governmental Authority; provided, however, that is, as Recipient provides the other Party with prompt prior written notice of such disclosure in order to permit the time other Party to seek a protective order or other confidential treatment of its disclosure such Confidential Information; or thereafter becomes, part of the public domain through a source other than the receiving Party; (b) that was known to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant by applicable law or regulation; provided, however, that Recipient limit such disclosure to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at only the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are Confidential Information so required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofdisclosed.

Exceptions. The Parties’ respective Notwithstanding any provision of this Section 39(a) to the contrary, TowerCo shall not be required to make any payment to any Tax Indemnitee in respect of any Tax Loss to the extent that any such Tax Loss occurs as a result of one or more of the following events: (i) Except to the extent of any inaccuracy of a representation or breach of covenant of TowerCo in Section 39(a)(2) hereof, any act of TowerCo or any assignee or sublessee of TowerCo or any user of the Subleased Property (other than SBCW or its Affiliates) other than any act required under any of the Transaction Documents, or any failure by TowerCo to perform any act required of it under any of the Transaction Documents or any act reasonably requested by any SBCW Group Member with respect to which the three conditions in Section 39(a)(3)(i)(D) have been satisfied, a determination that the Sublease is not a "true lease" for federal income tax purposes or such Tax Indemnitee is not the owner or Sublessor of the applicable Subleased Property; (ii) Except to the extent caused by any inaccuracy of a representation or breach of covenant of TowerCo in Section 39(a)(2) hereof, any act of TowerCo or any assignee or sublessee of TowerCo or any user of the Subleased Property (other than SBCW or its Affiliates) other than any act required under any of the Transaction Documents, or any failure by TowerCo to perform any act required of it under any of the Transaction Documents or any act reasonably requested by any SBCW Group Member with respect to which the three conditions in Section 39(a)(3)(i)(D) have been satisfied, the voluntary sale, assignment, transfer, or other disposition or the involuntary sale, assignment, transfer, or other disposition attributable to the bankruptcy, insolvency or the breach of any covenant or obligation of the Tax Indemnitee set forth in the Transaction Documents of or by any such Tax Indemnitee, in either case, of any of the Subleased Property or portion thereof by any such Tax Indemnitee other than a sale, assignment, transfer, or disposition (A) contemplated by the Transaction Documents or otherwise; (B) otherwise resulting from the exercise by any SBCW Group Member of its rights or performance of its obligations under Section 15.1 will the Transaction Documents; or (C) attributable to a default by TowerCo and/or exercise of remedies under this Sublease; (iii) the gross negligence or willful misconduct of such Tax Indemnitee; (iv) penalties, interest, or additions to Tax to the extent based upon issues unrelated to the transactions contemplated by the Sublease and related documents; (v) the inclusion in income by any SBCW Group Member on its U.S. federal income tax return of any amount attributable to an Inclusion unless (x) such Inclusion is supported by a written opinion of independent tax counsel that there is no reasonable possibility of success in taking the position that the amount is not apply includable in income, or (y) such Inclusion shall be due to the failure of TowerCo timely to provide Tax Indemnitee with information reasonably available to TowerCo that is timely requested in writing by the Tax Indemnitee and necessary for the Tax Indemnitee to exclude such amounts from income; and (vi) any such information: (a) that is, as failure of the time Tax Indemnitee to have taken all the actions, if any, required of its disclosure or thereafter becomesit by Section 39(d) hereof to contest the Loss and such failure materially prejudices the ability to contest, part of the public domain through and TowerCo has a source reasonable basis for such contest (other than the receiving Party; (b) that was known a failure attributable in whole or part to the receiving Party as failure of TowerCo to follow the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality procedures set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information39(d) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereof).

Exceptions. The Parties’ respective obligations under Section 15.1 will limitations and exclusions in clause 16.22 do not apply to any such information: a Party’s liability for Loss suffered or incurred by the other Party in respect of: (a) that is, as of the time of its disclosure fraud or thereafter becomes, part of the public domain through a source other than the receiving Party; unlawful acts; (b) that was known damage to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; real or personal property; (c) that is independently developed by the receiving Party without reference to such informationbreach of an obligation of confidentiality under this Agreement; and (d) that breach of an obligation of privacy under this Agreement. 17 Audit‌ On the Council's written request, the Access Point Provider must allow the Council or an independent third Party nominated by the Access Point Provider and approved by the Council (each an Auditor) to verify the Access Point Provider’s compliance with the requirements of clauses 3, 5, 6, 7,and 8 of this Agreement in order to verify and if necessary audit the Access Point Provider’s compliance with this Agreement. In relation to those audits: (a) the Council may request audits at its discretion; (b) the Council will not request an audit more than once in any 12 month period, unless an audit occurring in the preceding 12 month period identified a material non-conformance; (c) the Council will give at least ten (10) Business Days’ notice of any audit unless it reasonably suspects there is subsequently learned from a third party not known to be under a confidentiality obligation to serious non-compliance in which case it may require an audit on one (1) Business Day notice; (d) where there is demonstrable cause for the disclosing Party or audit, the Access Point Provider must reimburse the Council’s reasonable costs of the audit; (e) the Access Point Provider must provide, and must ensure that its Personnel provide, the Auditor the full records relating to the subject matter of the audit; (f) the Access Point Provider is not required to be disclosed pursuant disclose any information that: (i) if disclosed, would result in the Access Point Provider being in breach of its confidentiality obligations to applicable lawany person; or (ii) relates to the Access Point Provider’s profit margins; (g) the Access Point Provider must provide reasonable co-operation, rule, regulation, requirement of any law enforcement agency, court order information and assistance to the Auditor in connection with an audit; and (h) if a subcontractor or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality Related Body Corporate of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure Access Point Provider is involved in the provision of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of Access Point services or the performance of custodial services hereunderthe Access Point Provider’s other obligations under this Agreement or under the Framework, then the Access Point Provider must require that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that person to provide access to and use of any and all such its applicable information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to consistent with this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofclause 17.

Exceptions. The Parties’ respective confidentiality obligations of each Party including its representatives, a "Receiving Party" under Section 15.1 will 12.1 do not apply extend to any Confidential Information furnished by the other Party or such information: other Party's representatives (the "Disclosing Party") that (a) that isis or becomes generally available to the public other than as a result of a disclosure by such Receiving Party, (b) was available to such Receiving Party on a non-confidential basis prior to its disclosure thereto by the Disclosing Party, (c) was independently developed by the Receiving Party without the use of the Disclosing Party's Confidential Information by representatives of such Receiving Party who did not have access to the Disclosing Party's Confidential Information, as of the time of its disclosure established by contemporaneous written records, or thereafter becomes, part of the public domain through (d) becomes available to such Receiving Party on an non-confidential basis from a source other than the receiving Party; (b) that was known Disclosing Party having the lawful right to disclose it. For purposes of clarity, the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that third parties may order, and Epoch may manufacture for such parties, MGB Eclipse Probes containing sequences identical to those ordered by Qiagen hereunder, or vice versa, but Epoch shall not disclose to such third party or Qiagen whether any such event occurs. Notwithstanding any other provision hereof to the existence contrary, Epoch shall not knowingly use the Qiagen Confidential Information with respect to the sequences as designed by Qiagen or its customers and terms of this Agreement are required to be publicly disclosed by ordered as MGB Eclipse Probes for Catalogue Probe Sets or Custom Probe Sets in designing its own products in the Funds pursuant to applicable law. Without limiting Field or outside the generality of Field, or in designing products for Epoch's other distributors or licensees in the preceding paragraphsField or outside the Field, BNY Mellon acknowledges and Qiagen agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all so long as Epoch does not knowingly use such information in the manner described above, any failure by Epoch with respect to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any Qiagen Confidential Information with respect to the sequences as designed by Qiagen or its customers and all ordered as MGB Eclipse Probes for Catalogue Probe Sets or Custom Probe Sets shall not give rise to a claim by Qiagen against Epoch for such information shall be restricted as described in use. Subject to Section 15.1 8.6 hereof, and that BNY Mellon nothing herein shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that prohibit Qiagen from designing a Product using any breach of Section 15.1 hereof would cause not only financial damageprobe sequence it desires, but irreparable harm to the other Party, for including any probe sequence which money damages will not provide may be utilized by Epoch in an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereof[*].

Exceptions. The Parties’ respective obligations under Section 15.1 foregoing will not apply to any such information: prevent either Party from disclosing or using information (aother than FC Personal Data) that isbelongs to such Party or (i) is already known by the recipient Party without an obligation of confidentiality other than under this Agreement, as (ii) is publicly known or becomes publicly known through no unauthorized act of the time of its disclosure or thereafter becomesrecipient Party, part of the public domain through (iii) is rightfully received from a source other than the receiving Party; third party, (biv) that was known to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by without use of the receiving Party other Party's confidential information (v) is disclosed without reference similar restrictions to such information; (d) that is subsequently learned from a third party not known by the Party owning the confidential information, or (vi) is disclosed to be under a confidentiality obligation to others in accordance with the terms of prior written authorization of the disclosing Party or (e) that Party. If confidential information is required to be disclosed pursuant to a requirement of a governmental authority, such confidential information may be disclosed pursuant to such requirement so long as the Party required to disclose the confidential information, to the extent possible, provides the other Party with timely prior notice of such requirement and coordinates with such other Party in an effort to limit the nature and scope of such required disclosure. In addition, and notwithstanding anything to the contrary in this Agreement, each Party may disclose to taxing authorities and to such Party’s representatives, outside counsel and advisors, any confidential information that is required to be disclosed in connection with such Party’s tax filings, reports, claims, audits or litigation without prior notice to, or approval or consent of, the other Party. If confidential information is required to be disclosed in connection with the conduct of any mediation or arbitration proceeding carried out pursuant to Section 10 of this Agreement, such confidential information may be disclosed pursuant to and in accordance with the approval and at the direction of the mediator or arbitrators, as the case may be, conducting such proceeding. In addition, the results of any such mediation or arbitration are confidential and will be subject to this Exhibit B. Unless otherwise required by applicable law, rule, regulation, requirement upon written request of any law enforcement agency, court order or other legal process or the disclosing Party at the request of a regulatory authority. The Parties acknowledge that the existence and terms expiration or termination of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality and all Work Orders for any reason, all documented confidential information (and all copies thereof) of the preceding paragraphsdisclosing Party will be returned to the disclosing Party or will be destroyed, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information with written certification thereof being given to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Informationdisclosing Party. The Parties acknowledge and agree that any breach provisions of Section 15.1 hereof would cause not only financial damage, but irreparable harm to this Exhibit B will survive the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event expiration or termination of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting each Work Order for any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofreason.

Exceptions. The Parties’ respective Notwithstanding Section 8.1, the obligations under of Section 15.1 will 8.1 shall not apply to any such information: specific Confidential Information that the Receiving Party thereof can demonstrate, in each case by competent evidence: (a) that iswas already known to the Receiving Party or any of its Recipients, as other than under an obligation of confidentiality, at the time of disclosure; (b) was generally available to the public or was otherwise part of the public domain at the time of its disclosure to the Receiving Party; (c) became generally available to the public or thereafter becomes, otherwise part of the public domain after its disclosure by the Disclosing Party and other than through any act or omission of the Receiving Party or any of its Recipients in breach of this Agreement; *** This portion has been redacted pursuant to a source confidential treatment request under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. (d) was subsequently lawfully disclosed to the Receiving Party or any of its Recipients without any obligation of confidentiality or non-use by a Person other than the receiving Disclosing Party; (b) that was known , and who, to the receiving Party as knowledge of the time Receiving Party or such Recipient, did not directly or indirectly receive such information from the Disclosing Party or any of its disclosure and Affiliates under an obligation of confidence; or (e) was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees Recipients without use of or agentsreference to any information or materials disclosed by the Disclosing Party. Information specific to the use of certain compounds, methods, conditions or any trading on features shall not be deemed to be within the basis of foregoing exceptions merely because such information is embraced by anyone general disclosures in receipt the public domain or in the possession of such information) may constitute the Receiving Party or its Recipients. In addition, a criminal offense combination of trading on information will not be deemed to fall within the foregoing exceptions, even if all of the components fall within an exception, unless the combination itself and its significance are in the public domain or tipping in the possession of material inside the Receiving Party prior to the disclosures hereunder. Notwithstanding anything to the contrary herein, neither the act of using information regarding publicly traded securitiesin a clinical trial nor the filing of information with a governmental authority shall, that access for the purpose of this Article 8, in and of itself be deemed to and use of any and all place such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofpublic domain.

Exceptions. The Parties’ respective obligations under Notwithstanding Section 15.1 will not apply to 10.2(a), any such information: (a) that is, as of the time of its disclosure or thereafter becomes, part of the public domain through a source other than the receiving Party; (b) that was known to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that hereto may disclose the existence and terms of this Agreement and the transactions contemplated hereby (i) to federal and state regulatory agencies in connection with applications for approval of such transactions (or, in the case of any regulated Affiliate of a Member, in connection with audits by the applicable regulatory authorities), including to the FCC as part of any application to participate in the Auction and/or *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. any application for a license or licenses won in the Auction, it being understood and agreed that the contents of such applications are generally available to the public, (ii) to financial institutions in connection with financings of the transactions contemplated hereby and (iii) if counsel for any party advises that a press release or public disclosure is required by Applicable Law or the applicable rules of any stock exchange, then the parties shall use their commercially reasonable efforts to cause a mutually acceptable press release to be issued, and in all events the party required to make such disclosure shall be publicly free to do so; provided that in each case (other than clause (iii) above and to the extent submitted to the FCC as part of the contents of an application to participate in the Auction or a post-Auction application for licenses on which the License Company is the Winning Bidder) commercially reasonable efforts are used to seek confidential treatment from any such person to whom such information is disclosed and the other parties hereto are notified contemporaneously of such disclosure; provided, further, that the parties acknowledge that the Bidding Protocol constitutes valuable trade secrets of the Company and is extremely sensitive and confidential, and shall not be disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges parties hereto unless disclosure is compelled by regulatory or other legal process and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not then only financial damage, but irreparable harm upon adequate prior notice to the other Partyparty, for which money damages will not provide party shall have an adequate remedy. Accordinglyopportunity to seek an appropriate protective order, in and such disclosure shall be made only to the event extent necessary to comply with the requirements of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law regulatory or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereoflegal process under which it is so compelled.

Exceptions. The Parties’ respective obligations under Section 15.1 will not apply Each Party may disclose Confidential Information belonging to any the other Party to the extent such information: disclosure is necessary in the following instances: (a) filing or prosecuting patents as permitted by this Agreement in order to obtain Patent Rights that is, as of the time of its disclosure or thereafter becomes, part of the public domain through a source other than the receiving Party; Party is expressly permitted to obtain under this Agreement; (b) that was known to the receiving Party regulatory filings for Licensed Product as of the time of its disclosure and was not otherwise subject to confidentiality obligations; permitted by this Agreement; (c) that is independently developed prosecuting or defending litigation as permitted by the receiving Party without reference to such information; this Agreement; (d) complying with applicable court orders (or complying with oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) or governmental regulations or law, including the rules of the U.S. Securities and Exchange Commission and any stock exchange; (e) disclosure to Third Party potential bona fide licensees or acquirors (except that is subsequently learned from in the case of Novo Nordisk Competitors, no Confidential Information of Novo Nordisk, other than a third party not known redacted copy of this Agreement, may be shared), in connection with due diligence or similar investigations by such Third Party licensees, and disclosure to potential Third Party investors in confidential financing documents, provided, in each case, that any such Third Party agrees to be under bound by reasonable obligations of confidentiality and non-use; and (f) Zosano may provide to ALZA Corporation a confidentiality obligation copy of this Agreement, redacted by Novo Nordisk to exclude any information not necessary for assessing Zosano’s compliance with the disclosing ALZA Agreement; provided that, if a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Section 12.3(c), (d), or (e) it shall, except where impracticable, give reasonable advance notice to the other Party of such disclosure request or requirement so that the other Party may seek an appropriate protective order or other appropriate remedy or waive compliance with the provisions of this Agreement. The Party that is required to be disclosed pursuant make the disclosure shall reasonably cooperate with the other Party (at such other Party’s sole cost and expense) to applicable law, rule, regulation, requirement of any law enforcement agency, court obtain such a protective order or other legal process remedy. If such order or other remedy is not obtained, or the other Party waives compliance with the provisions of this Agreement, then such Party shall only disclose that portion of the Confidential Information which it is advised by counsel that it is legally required to so disclose and shall use reasonable efforts to obtain reliable assurance (at the request of a regulatory authority. The Parties acknowledge other Party’s sole cost and expense) that confidential treatment will be accorded the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable lawConfidential Information so disclosed. Without limiting the generality of the preceding paragraphsforegoing, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading Parties shall consult with each other on the basis provisions of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement to be redacted in any filings made by either Party with the U.S. Securities and at law Exchange Commission or in equity) be entitled to an injunction, without the necessity of posting any bond foreign counterpart or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofas otherwise required by law.

Exceptions. The Parties’ respective Cvent agrees that the obligations under in Section 15.1 will 2 do not apply to any such information: information that I can establish by documentary evidence (a) that is, as of the time of its disclosure or thereafter becomes, part of is in the public domain through without a source other than breach of this Agreement by me or a third party's breach of any obligation to maintain the receiving Partyconfidentiality of the information; (b) that was known disclosed to the receiving Party as me by a third party without breach of the time of its disclosure and was not otherwise subject to any confidentiality obligationsobligation; or (c) that is was independently developed by the receiving Party me without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation use of or access to the disclosing Party Confidential Information. Nothing in this Agreement prohibits me from reporting possible violations of federal law or regulation to any governmental agency or entity, from making disclosures that are protected under the whistleblower provisions of federal law or regulation (e) that is required or similar laws of the jurisdiction in which I work), from reporting ethical or compliance concerns to be disclosed the Cvent ethics hotline, or from engaging in protected concerted activity pursuant to applicable law, rule, regulation, requirement the National Labor Relations Act (or similar laws of the jurisdiction in which I work). a. Employee shall not be held criminally or civilly liable under any Federal or State trade secret law enforcement agency, court order or other legal process or at for the request disclosure of a regulatory authority. The Parties acknowledge that the existence trade secret that: (A) is made: (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and (ii) solely for the purposes purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. b. Nothing in this Agreement prohibits me from reporting possible violations of federal law or regulation to any governmental agency or entity including, but not limited to, the performance Department of custodial services hereunderJustice, that the Securities and Exchange Commission, Congress, and any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agentsagency Inspector General, or from making other disclosures that are protected under the whistleblower provisions of federal law or regulation. I do not need the prior authorization of my supervisor or anyone else affiliated with Cvent to make any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on reports or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereofdisclosures, and I am not required to notify my supervisor or anyone else affiliated with Cvent that BNY Mellon shall apprise all I have made such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law reports or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofdisclosures.

Exceptions. The Parties’ respective obligations under Section 15.1 will Information shall not apply to any such information: be deemed Proprietary Information which: (a) that is, as of at the time of its disclosure disclosure, is already in the public domain or thereafter becomes, becomes part of the public domain by publication or otherwise through a source other than no fault or act of the receiving Receiving Party; ; (b) that was known demonstrably in the possession of the Receiving Party prior to the receiving Party as of the time of its the disclosure to it and was not otherwise subject to confidentiality obligations; acquired, directly or indirectly, from the Disclosing Party; (c) that is independently disclosed to the Receiving Party by a third party who has not violated any confidential obligation owed to the Disclosing Party; (d) was independently developed by the receiving Receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to any use of or reliance on any Proprietary Information of the disclosing Party or Disclosing Party; (e) that is required to be disclosed pursuant by legal process; provided that, in each case the party so disclosing information timely informs the other and uses its best efforts to applicable law, rule, regulation, requirement of any law enforcement agency, court order or limit the disclosure and maintain confidentiality to the extent possible and permits the other party to attempt by appropriate legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are means to limit such disclosure; (f) is information which is required to be publicly included in patent applications filed [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. hereunder or required to be provided to the FDA or any other regulatory authority in the Territory in order for ORPHAN or Supplier to obtain Registrations for the Drug or otherwise to comply with applicable regulatory requirements, or for Supplier to manufacture the Drug for ORPHAN hereunder; provided, however, that no Proprietary Information of ORPHAN or Supplier will be disclosed by in any such patent application without the Funds pursuant to applicable law. Without limiting the generality prior written consent of the preceding paragraphsother Disclosing Party, BNY Mellon acknowledges which consent will not be unreasonably withheld; or (g) is information which is required to be disclosed to customers, users, and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes prescribers of the performance of custodial services hereunder, that any unauthorized disclosure Product or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on which is reasonably necessary to disclose in connection with the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access ethical marketing of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damageProduct, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofif applicable.

Exceptions. The Parties’ respective obligations under of this Section 15.1 will 10 shall not apply to any such information: Confidential Information that: (a) is submitted to Governmental Authorities by the Receiving Party to facilitate the issuance of any Regulatory Approval for the Product, or to obtain, maintain, enforce or defend Patents (in each case only to the extent permitted by this Agreement or the License Agreement; provided that is(A) such disclosure may be only to the extent reasonably necessary to obtain Regulatory Approvals or Patents, as applicable, and (B) the Receiving Party shall take reasonable measures to assure confidential treatment of such information to the time of its disclosure or thereafter becomes, part of the public domain through a source other than the receiving Party; extent applicable; (b) that was known is provided by the Receiving Party to Third Parties (including, in the case of Licensee, to its Affiliates, Sublicensees or Distributors) under written confidentiality agreements having provisions at least as stringent as those in this Agreement, for consulting, development, external testing, marketing trials and other similar activities to the receiving extent that such Receiving Party as of the time of its disclosure and was not otherwise subject is permitted to confidentiality obligationsconduct such activities pursuant to this Agreement; or (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is otherwise required to be disclosed by the Receiving Party in compliance with Laws (including, without limitation and for the avoidance of doubt, the requirements of the U.S. Securities and Exchange Commission and any other stock exchange or market on which securities issued by a Party are traded) or order by a court or other Governmental Authority having competent jurisdiction; provided, however, that the Receiving Party shall first give written notice to the Disclosing Party in order to allow the Disclosing Party the opportunity to seek confidential treatment of the Confidential Information. Confidential Information that is disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, Law or an order by a court order or other legal process or at Governmental Authority shall remain otherwise subject to the request of a regulatory authority. The Parties acknowledge that the existence confidentiality and terms non-use provisions of this Agreement are required to be publicly disclosed by Section 10, and the Funds Party disclosing Confidential Information pursuant to applicable law. Without limiting a Law or order by a court or other Governmental Authority shall take all reasonable steps necessary, including without limitation obtaining an order of confidentiality, to ensure the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure continued confidential treatment of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedyINFORMATION MARKED BY [***] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofTHE OMITTED PORTION HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

Exceptions. The Parties’ respective use and non-disclosure obligations under set forth in this Section 15.1 will 8 shall not apply to any such information: Confidential Information, or portion thereof, that the Receiving Party can demonstrate by appropriate documentation: (ai) that is, as of at the time of its disclosure or thereafter becomesis in the public domain; (ii) after disclosure, becomes part of the public domain domain, by publication or otherwise, through a source other than no fault of the receiving Receiving Party; ; (biii) that was known to the receiving Party as of at the time of its disclosure is already in the Receiving Party’s possession, and such prior possession can be properly demonstrated by the Receiving Party, with the exception of Confidential Information exchanged between parties prior to the execution of this Agreement; or (iv) is made available to the Receiving Party by an independent Third Party; provided, however, to the Receiving Party’s knowledge, such information was not otherwise subject to confidentiality obligations; (c) that is independently developed obtained by said Third Party, directly or indirectly, from the receiving Disclosing Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to hereunder. In addition, the disclosing Receiving Party or (e) may disclose information that is required to be disclosed pursuant to applicable by law, rule, regulation, requirement by a valid order of any law enforcement agency, a court or by order or other legal process or at the request regulation of a regulatory authority. The Parties acknowledge governmental agency including but not limited to, regulations of the United States Securities and Exchange Commission (the “SEC”), or in the course of litigation; provided, however, in all cases the Receiving Party shall give the other party prompt notice of the pending disclosure and make a reasonable effort to obtain, or to assist the Disclosing Party in obtaining, a protective order preventing or limiting the disclosure and/or requiring that the existence and terms of this Agreement are required to Confidential Information so disclosed be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely used only for the purposes of for which the performance of custodial services hereunder, that any unauthorized disclosure law or misuse of such information (including by BNY Mellon or any of its employees or agentsregulation required, or for which the order was issued. Spectrum may further disclose CyDex’s Confidential Information to extent that such disclosure is necessary to develop, file for Regulatory Approval, or commercialize the Licensed Product, or to seek, prosecute and maintain intellectual property protection for the Licensed Product. 8.4 Injunction. Each party agrees that should it breach or threaten to breach any trading on provisions of this Section 8, the basis Disclosing Party will suffer irreparable damages and its remedy at law will be inadequate. Upon any breach or threatened breach by the Receiving Party of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securitiesthis Section 8, that access to and use of any and all such information the Disclosing Party shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law entitled to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (seek injunctive relief in addition to all any other rights and remedies they remedy which it may have pursuant to this Agreement and at law or in equity) be entitled to an injunctionhave, without the necessity of posting need to post any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofsecurity.

Exceptions. The Parties’ respective obligations under Section 15.1 will not apply to 3.1 Notwithstanding Clause 2 above, the Obligant may disclose any such information: (a) that Confidential Information which is, as of : 3.1.1 at the time of its disclosure or thereafter becomes, part of the public domain through a source other than the receiving Party; (b) that was known to the receiving Party Obligant (other than under any obligation of confidentiality to the Discloser) and documentary evidence of such knowledge is provided by the Obligant to the Discloser within one calendar month of disclosure; 3.1.2 publicly available in general circulation otherwise than as a result of a breach of this Agreement or of any other obligation of confidentiality to the Discloser; 3.1.3 developed independently by the Obligant (without use of, or access to, the Confidential Information) provided that the Obligant can demonstrate the independence of the time of its disclosure and was not otherwise subject to confidentiality obligationssame development; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is or 3.1.4 required to be disclosed pursuant by the Obligant to comply with applicable law, rule, regulation, requirement laws or the rules of any law enforcement agencycourt, court order government body or other legal process or at the request body of a regulatory authority. The Parties acknowledge competent jurisdiction; provided that the existence Obligant provides (to the extent legally possible) prior written notice of such disclosure to the Discloser and takes reasonable and lawful actions to avoid and/or minimise the extent of such disclosure. If the Obligant is not permitted so to notify the Discloser before such disclosure is made, it shall (to the extent permitted) notify the Discloser immediately afterwards. 3.2 Without prejudice to the foregoing, if any of the Confidential Information is received by the Obligant from a third party, then the Obligant shall inform the Discloser at once and shall maintain such information upon the terms of this Agreement are required Agreement. 3.3 The Obligant may disclose any of the Confidential Information to any of its Authorised Persons, provided that it informs them beforehand of the duties of confidence under this Agreement, ensures that they undertake to the Obligant to comply with the same duties of confidence, and procures that they shall comply with such duties (on the basis that the Obligant shall be responsible for any failure to so comply). 3.4 Without prejudice to the generality of Clause 3.1.2 above, information shall not be deemed to be publicly disclosed available by the Funds pursuant reason only that it is known to applicable law. Without limiting the generality only a few of those people to whom it might be of commercial interest, and a combination of one or more portions of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited Confidential Information shall not be deemed to be publicly available by law from making selective public disclosure reason only of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofeach separate portion being so available.

Exceptions. 8.3.1 The Parties’ respective obligations under this Section 15.1 will 8 shall not apply to any information to the extent the receiving Party can demonstrate by competent evidence that such information: : (a) that is, as of is (at the time of its disclosure disclosure) or thereafter becomes, becomes (after the time of disclosure) known to the public or part of the public domain through a source other than no breach of this Agreement by the receiving Party; Party or any Recipients to whom it disclosed such information; (b) that was known to, or was otherwise in the possession of, the receiving Party prior to the time of disclosure by the disclosing Party; (c) is disclosed to the receiving Party as of the time of its disclosure and was not otherwise subject on a non-confidential basis by a Third Party who is entitled to confidentiality obligations; (c) that is independently developed by the receiving Party disclose it without reference to such information; (d) that is subsequently learned from a third party not known to be under a breaching any confidentiality obligation to the disclosing Party; or (d) is independently developed by or on behalf of the receiving Party or (e) any of its Affiliates, as evidenced by its written records, without use or access to the Confidential Information. 8.3.2 The restrictions set forth in this Section 8 shall not apply to any Confidential Information that the receiving Party is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, disclose under Applicable Laws or a court order or other legal process or at governmental order, * Information redacted pursuant to a confidential treatment request by Gemphire Therapeutics Inc. under 5 U.S.C. §552(b)(4), Rule 406 under the request Securities Act of a regulatory authority1933 and Rule 24b-2 of the Securities Exchange Act of 1934 and submitted separately with the Securities and Exchange Commission. The Parties acknowledge provided that the existence receiving Party: (a) provides the disclosing Party with prompt notice of such disclosure requirement if legally permitted, (b) affords the disclosing Party an opportunity to oppose or limit, or secure confidential treatment for such required disclosure and terms (c) if the disclosing Party is unsuccessful in its efforts pursuant to subsection (b), discloses only that portion of this Agreement are the Confidential Information that the receiving Party is legally required to be publicly disclosed disclose as advised by the Funds pursuant receiving Party’s legal counsel. 8.3.3 In the event that PFIZER wishes to applicable law. Without limiting the generality assign, pledge or otherwise transfer its rights to receive some or all of the preceding paragraphsMilestone Payments and Royalties payable hereunder, BNY Mellon acknowledges and agrees PFIZER may disclose to a Third Party Confidential Information of LICENSEE in connection with any such proposed assignment, provided that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all PFIZER shall hold such information Third Party to BNY Mellon hereunder is made strictly under the conditions written obligations of confidentiality with terms and conditions at least as restrictive as those set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofAgreement.

Exceptions. 11.3.1. The Parties’ respective obligations under this Section 15.1 will 11 shall not apply to any information to the extent the receiving Party can demonstrate by competent evidence that such information: : (a) that is, as of is (at the time of its disclosure disclosure) or thereafter becomes, becomes (after the time of disclosure) known to the public or part of the public domain through a source other than no breach of this Agreement by the receiving Party; Party or any Recipients to whom it disclosed such information; (b) that was known to, or was otherwise in the possession of, the receiving Party prior to the time of disclosure by the disclosing Party; (c) is disclosed to the receiving Party as of the time of its disclosure and was not otherwise subject on a nonconfidential basis by a Third Party who is entitled to confidentiality obligations; (c) that is independently developed by the receiving Party disclose it without reference to such information; (d) that is subsequently learned from a third party not known to be under a breaching any confidentiality obligation to the disclosing Party; or (d) is independently developed by or on behalf of the receiving Party or (e) that any of its Affiliates, as evidenced by its written records, without use or access to the Confidential Information. 11.3.2. Notwithstanding anything herein to the contrary, the receiving Party may disclose Confidential Information to the extent such disclosure is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, under Applicable Laws or a court order or other legal process or at the request of a regulatory authority. The Parties acknowledge governmental order, provided that the existence receiving Party: (a) provides the disclosing Party with prompt notice of such disclosure requirement if legally permitted, (b) affords the disclosing Party an opportunity to oppose or limit, or secure confidential treatment for such required disclosure and terms (c) if the disclosing Party is unsuccessful in its efforts pursuant to subsection (b), discloses only that portion of this Agreement are the Confidential Information that the receiving Party is legally required to be publicly disclosed disclose as advised by the Funds receiving Party’s legal counsel. Confidential Information disclosed pursuant to applicable lawthis Section 11 shall remain subject to the restrictions set forth herein for all other purposes. 11.3.3. Without limiting In the generality event that LICENSOR wishes to assign, pledge or otherwise transfer its rights to receive some or all of the preceding paragraphsMilestone Payments and Royalties payable hereunder, BNY Mellon acknowledges and agrees LICENSOR may disclose to a Third Party such Confidential Information of IMMEDICA as LICENSOR deems reasonably necessary in connection with any such proposed assignment, provided that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all LICENSOR shall hold such information Third Parties to BNY Mellon hereunder is made strictly under the conditions written obligations of confidentiality with terms and conditions at least as restrictive as those set forth in Section 15.1 hereof and solely for the purposes this Agreement. 11.3.4. IMMEDICA may disclose Confidential Information of the performance LICENSOR to the extent such disclosure is reasonably necessary in the following instances: (a) with LICENSOR’ s written consent (such consent not to be unreasonably withheld, conditioned or delayed), filing for, prosecuting or enforcing Licensed Patents in accordance with this Agreement; (b) in Regulatory Filings or otherwise in seeking, obtaining and maintaining Regulatory Approvals (including complying with the requirements of custodial services hereunderRegulatory Authorities with respect to filing for, obtaining and maintaining such Regulatory Approvals); (c) the Development and/or Commercialization of the Product in the Territory, provided, that any unauthorized disclosure Third Party to whom IMMEDICA discloses Confidential Information pursuant to this clause (c) (i) are informed of the confidential nature of the Confidential Information and IMMEDICA’s obligations hereunder and (ii) are bound by written obligations of confidentiality with terms and conditions at least as restrictive as those set forth in this Agreement; and (d) disclosing to actual or misuse bona fide potential Sublicensees or subcontractors in connection with the exercise of its rights under this Agreement or related activities, provided, that such information Sublicensees and subcontractors (including i) are informed of the confidential nature of the Confidential Information and IMMEDICA’s obligations hereunder and (ii) are bound by BNY Mellon or written obligations of confidentiality with terms and conditions at least as restrictive as those set forth in this Agreement. 11.3.5. Each Party shall be responsible for any breaches of confidentiality by any of its employees or agentsAffiliates, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securitiessubcontractors, that access Sublicensees, Recipients, advisors and Third Parties to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such whom it discloses Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have Information pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereof11.

Exceptions. The Parties’ respective obligations under Section 15.1 will Confidential Information shall not apply include information which (i) was or becomes generally available to any such information: (a) that is, as of the time of its disclosure or thereafter becomes, part of the public domain through other than as a result of disclosure by the receiving party; (ii) was or becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party , provided that such source is not known by the receiving Partyparty to be bound by a confidentiality agreement with the disclosing party or otherwise prohibited from transmitting the information by a contractual, legal or fiduciary obligation; or (biii) that was known lawfully and properly within the receiving party’s possession prior to being furnished to the receiving Party as party by or on behalf of the disclosing party as evidenced by contemporaneous documentation. In the event that the receiving party is at any time requested or required (by oral questions, interrogatories, requests for information or documents, subpoena or similar process) to disclose any of the Confidential Information of the disclosing party, the receiving party shall provide the disclosing party with prompt notice of such request and the documents and/or information requested thereby so that the disclosing party may seek an appropriate protective order and/or waive the receiving party’s compliance with the provisions of this Agreement. The parties hereto further agree that, if in the absence of a protective order or the receipt of a waiver hereunder, the receiving party is nonetheless, in the written opinion of counsel to such party, compelled to disclose any Confidential Information of the disclosing party to any tribunal or governmental body or else stand liable for contempt or suffer other censure or penalty, the receiving party may disclose to such tribunal or governmental body without liability hereunder that portion of such Confidential Information that the receiving party’s counsel advises in writing is compelled to be disclosed; provided, however, that the receiving party shall give the disclosing party written notice of the information to be so disclosed as far in advance of its disclosure as practicable and was not otherwise subject shall use its reasonable best efforts to confidentiality obligations; (c) obtain an order or such reliable assurance that is independently developed by the receiving Party without reference confidential treatment will be accorded to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to portion of the disclosing Party or (e) that is information required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at as the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofdisclosing party designates.

Exceptions. 9.3.1. The Parties’ respective obligations under this Section 15.1 will 9 shall not apply to any information to the extent the receiving Party can demonstrate by competent evidence that such information: : (a) that is, as of is (at the time of its disclosure disclosure) or thereafter becomes, becomes (after the time of disclosure) known to the public or part of the public domain through a source other than no breach of this Agreement by the receiving Party; Party or any Recipients to whom it disclosed such information; (b) that was known to, or was otherwise in the possession of, the receiving Party prior to the time of disclosure by the disclosing Party; (c) is disclosed to the receiving Party as of the time of its disclosure and was not otherwise subject on a non-confidential basis by a Third Party who is entitled to confidentiality obligations; (c) that is independently developed by the receiving Party disclose it without reference to such information; (d) that is subsequently learned from a third party not known to be under a breaching any confidentiality obligation to the disclosing Party; or (d) is independently developed by or on behalf of the receiving Party or (e) any of its Affiliates, as evidenced by its written records, without use of the Confidential Information. 9.3.2. The restrictions set forth in this Section 9 shall not apply to any Confidential Information that the receiving Party is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, disclose under Applicable Laws or a court order or other legal process or at the request of a regulatory authority. The Parties acknowledge governmental order, provided that the existence receiving Party: (a) provides the disclosing Party with prompt notice of such disclosure requirement if legally permitted, (b) affords the disclosing Party an opportunity to oppose or limit, or secure confidential treatment for such required disclosure and terms (c) if the disclosing Party is unsuccessful in its efforts pursuant to subsection (b), discloses only that portion of this Agreement are the Confidential Information that the receiving Party is legally required to be publicly disclosed disclose as advised by the Funds pursuant to applicable lawreceiving Party’s legal counsel. Without limiting the generality If and whenever any Confidential Information of the preceding paragraphsdisclosing Party is disclosed in accordance with this Section 9.3.2, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public such disclosure of information regarding portfolio holdings, that disclosure of shall not cause any and all such information to BNY Mellon hereunder is made strictly under cease to be Confidential Information, except to the conditions of confidentiality set forth extent that such disclosure results in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized a public disclosure or misuse of such information (including otherwise than by BNY Mellon breach of this Agreement). 9.3.3. In the event that Journey wishes to assign, pledge or any of otherwise transfer its employees rights to receive some or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder Milestone Payments or royalties payable hereunder, Journey may disclose to a Third Party Confidential Information of ▇▇▇▇▇▇ in connection with any such proposed assignment, provided that Journey shall provide notice to ▇▇▇▇▇▇ and under applicable law shall hold such Third Parties to prevent unauthorized disclosure written obligations of such Confidential Information. The Parties acknowledge confidentiality with terms and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, conditions at least as restrictive as those set forth in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofAgreement.

Exceptions. The Parties’ respective obligations under Section 15.1 will not apply to any such information: (a) that is, as of the time of its disclosure or thereafter becomes, part of the public domain through a source other than the receiving Party; (b) that was known to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be The Sellers shall have no liability under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms provisions of this Agreement for any losses and damages to the extent that such losses and damages are required to be publicly disclosed caused by actions taken by the Funds pursuant Purchaser and its Affiliates after the Closing Date. In connection with calculating the amount of Losses that a Purchaser Indemnitee is entitled to applicable law. Without limiting the generality recover under Section 13.2 (other than a Loss arising out of or resulting from a willful breach of any of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality covenants or agreements set forth in Section 15.1 hereof and solely this Agreement) (a “Covered Loss”), no party shall be liable for the purposes of the performance of custodial services hereunderconsequential, that any unauthorized disclosure special, indirect, incidental, punitive, lost profit or misuse of such information other expectancy damages (including by BNY Mellon any damages computed or any of its employees or agents, or any trading determined on the basis of a diminution in value or using any multiple of any financial measure, including earnings, EBITDA, book value or any similar item that may have been used in arriving at the Purchase Price or that may be reflective of the Purchase Price), except (i) to the extent consequential, special, indirect, incidental, punitive, lost profit or other expectancy damages are awarded to a third party against an Indemnified Party in circumstances in which such information by anyone Indemnified Party is entitled to indemnification hereunder or (ii) in receipt accordance with Section 13.11(b) below. (b) Notwithstanding the other provisions of this Section 13.11, in calculating the amount of Losses that a Purchaser Indemnitee is entitled to recover with respect to Covered Losses, the Purchaser shall be entitled to receive the amount of such informationLosses determined by the diminution in value of the Bulk Gas Business (“Diminution in Value Losses”), but, subject to the following: (i) may constitute No claim under Section 13.2 for Covered Losses that are not available under Section 13.11(a) (without giving effect to clause (ii) thereof) but are available under Section 13.11(b) (a criminal offense “Section 13.11(b) Claim”) shall be available, and no such Covered Losses shall be recoverable, if and to the extent the Sellers can demonstrate that the value of trading on the Bulk Gas Business at Closing, based on, among other things, the multiples of EBITDA set forth in the Framework Agreement, are equal to or tipping in excess of material inside the Purchase Price paid by the Purchaser (it being understood that the Purchaser shall provide all information regarding publicly traded securitiesreasonably requested by the Sellers to establish such value); (ii) No Section 13.11(b) Claim in connection with a claim hereunder shall be able to be made with respect to any individual claim, that access to or series of related claims, and use no such Losses relating thereto shall be recoverable, unless and until the Purchaser Indemnitees have suffered Diminution in Value Losses in respect of any individual claim or series of related claims in excess of seven million five hundred thousand ($7,500,000) and all in excess of thirty-five million dollars ($35,000,000) in the aggregate (it being understood that in calculating whether such information $35,000,000 amount has been met, only claims meeting the foregoing $7,500,000 limit shall be restricted as described in Section 15.1 hereofincluded), and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damageafter which, but irreparable harm subject to the other Partyterms of this Agreement, the Sellers shall be obligated to indemnify the Purchaser Indemnitees for which money damages will not all of such amount (it being understood that amounts counted toward any basket contained in one provision of this Agreement may be counted toward any other applicable basket amount contained in any other provision of this Agreement); (iii) The Purchaser and the Purchaser Indemnitees shall each (i) use its reasonable best efforts to mitigate the amount of any Diminution in Value Loss, including by making reasonable best efforts to mitigate or resolve any related claim, liability or Loss and (ii) provide an adequate remedy. Accordinglythe Sellers a reasonable opportunity to remedy or reduce such Losses; provided, that any failure to so mitigate shall not, in and of itself, result in a loss of the right to bring the related indemnifiable claim but shall be considered in determining the amount of indemnifiable Losses to which a party is entitled hereunder; and (iv) In the event a Purchaser Indemnitee commences an Action to recover Diminution in Value Losses in connection with a Section 13.11(b) Claim and it is determined by a court of competent jurisdiction that such claim did not have a breach of Section 15.1 hereofgood faith or reasonable basis or to have been otherwise frivolous, then the non-breaching Party Purchaser Indemnitee shall pay the Sellers an amount equal to three (3) times the reasonable costs and expenses the Sellers incurred in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofconnection with such Action.

Exceptions. The Parties’ respective confidentiality obligations under Section 15.1 set forth in this section will not apply to any such informationinformation that: (a) that is, as becomes generally available to the public through no fault of the time of its disclosure or thereafter becomes, part of the public domain through a source other than the receiving Receiving Party; (b) that was known is lawfullyprovided to the receiving Receiving Party as by a third party free of the time of its disclosure and was not otherwise subject to any confidentiality duties or obligations; (c) that is was already known to the Receiving Party at the time of disclosure; or (d) the Receiving Party can prove, by clear and convincing evidence, was independently developed by employees and contractors of the receiving Receiving Party who had no access to the ConfidentialInformation. In addition, the Receiving Party may disclose Confidential Information to the extent that such disclosure is necessary for the Receiving Party toenforce its rights under these Terms and Conditions oris required by law, governmental regulation, court order, subpoena, warrant, governmental regulatory oragency request, or other valid legal authority, legal procedure or similar process (“Legal Process”), provided that the Receiving Party uses commercially reasonable efforts to promptly notify the Disclosing Party in writing of such required disclosure unless theReceiving Party is informed that: (i) it is legally prohibited from giving notice; or (ii) the Legal Processrelates to exceptional circumstances involving dangerof death or serious physical injury to any person. The Receiving Party will cooperate with the Disclosing Party if the Disclosing Party seeks an appropriateprotective order. Notwithstanding anything to the contrary in this Section 7, should either Party learn some general information regarding the other Party’s Confidential Information during the Term or any relevant Trial Period, the Party learning such information is free to use that information retained in its unaided memory, without specific or intentional memorisation or reference to such information; Confidential Information, for its own business purposes (d) that is subsequently learned from a third party including but not known limited to be under a confidentiality obligation such Party’s employee skill, knowledge, talent, and/or expertise on other or future projects), except to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all extent such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party’s Intellectual Property. Receipt of Confidential Information hereunder, for which money damages will not provide an adequate remedy. Accordingly, however in no way obligates the event of a breach of Section 15.1 hereof, the non-breaching Receiving Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law monitor or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereoflimit its employees’ work.

Exceptions. The Parties’ respective foregoing obligations under Section 15.1 will of confidentiality shall not apply to any and information shall not be considered Confidential Information if, when taken as a whole and in the context disclosed, such information: (a) that is, as of is at the time of its disclosure or thereafter becomesbecomes subsequent thereto, part through no fault or wrongful act of the public domain through a source other than receiving party, generally available to the receiving Partypublic; or (b) that was at the time of disclosure by the disclosing party is already known to the receiving Party party, as of the time of its disclosure and was not otherwise subject to confidentiality obligationscan be demonstrated by written records; or (c) that is disclosed to the receiving party by another not in violation of rights of the disclosing party; or (d) which may be required to be disclosed by law; provided, however, in such event, the party required to make such disclosure shall inform the party wishing to maintain the confidentiality of such information of such requirement prior to disclosure and reasonably assist the party wishing to maintain the confidentiality of such information (at the expense of the party wishing to maintain the confidentiality of such information) in taking whatever reasonable steps are available to maintain the confidentiality of such information. (e) is independently developed by the receiving Party party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation resort to the Confidential Information of the disclosing Party party. In addition, nothing herein shall be construed as preventing QLT from disclosing any Confidential Information of RGX that relates to the Collaboration Products or other RGX Technology: (ef) that to government agencies where such information is required to be disclosed pursuant included in regulatory filings made by QLT in connection with the Collaboration Products; (g) to applicable lawits Affiliates, rulesublicensees or to Third Parties who have a need to use Confidential Information for consulting, regulationresearch activities, requirement of any law enforcement agencypre-clinical and clinical development work, court order or analytical and quality testing, manufacturing, marketing, distribution and other legal process or at purposes for the request of a regulatory authority. The Parties acknowledge that the existence development and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality commercialization of the preceding paragraphsCollaboration Products under this Agreement, BNY Mellon acknowledges and agrees provided that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdingssuch Affiliate, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions sublicensee or Third Party has undertaken in writing an obligation of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and non-use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm with respect to the other Party, for which money damages will not provide an adequate remedyConfidential Information no less burdensome to that set out in this Agreement; or (h) by publication in accordance with Section 9.4. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereof.9.4

Exceptions. The Parties’ respective obligations under Section 15.1 Notwithstanding the above confidentiality statement, Confidential Information will not apply to any such informationinclude information that: (a) that is• is now, as of the time of its disclosure or thereafter hereafter becomes, through no act or failure to act on the part of MoleSoft, generally known or available to the public domain through • Was acquired by MoleSoft before receiving such information from the disclosing party and without restriction as to use or disclosure • Is hereafter rightfully furnished to MoleSoft by a source other than the receiving Party; (b) third party, without restriction as to use or disclosure • Is information that MoleSoft can document was known to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party itself without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to use of the disclosing Party or (e) that is party's Confidential Information • Is required to be disclosed pursuant to applicable by law, ruleprovided that ▇▇▇▇▇▇▇▇ uses reasonable efforts to give the disclosing party reasonable notice of such required disclosure and to limit the scope of material disclosed • Is disclosed with the prior written consent from you the client. • On the your request MoleSoft will promptly return to you all tangible items containing or consisting your confidential information. • Injunctive Relief. Each party acknowledges that all of the disclosing party's confidential information is owned solely by the disclosing party (or its licensors) and that the unauthorized disclosure or use of such confidential information would cause irreparable harm and significant injury to the disclosing party, the degree of which may be difficult to ascertain. Accordingly, each party agrees that the disclosing party will have the right to obtain an immediate injunction enjoining any breach of this section. Acceptable Use Policy: During the period that MoleSoft provides Services Client shall not distribute on the Web service or over the system any content that: • violates intellectual property rights of any third party or any rights of publicity or privacy • violates any law statute, statute ordinance or regulation, requirement of including without limitation the laws and regulations governing export control, unfair competition, antidiscrimination, unsolicited e-mail (known as "spam"), postings that violate Usenet newsgroup charters or false advertising • is defamatory, trade libelous, unlawfully threatening or unlawfully harassing • contains any law enforcement agencyviruses, court order trojan horses, worms, time bombs, cancelbots or other legal process computer programming routines that are intended to damage, detrimentally interfere, surreptitiously intercept or at expropriate any system, data or personal information • any activities deemed to interfere or be disruptive to MoleSoft systems or the request systems of its clients or deemed by MoleSoft not be of the general profile of database hosting. Any alleged or actual violation of the above may result in immediate termination of services. Limited Performance Warranty: MoleSoft warrants that it will perform its services in a regulatory authoritycompetent and workmanlike manner and to ensure the technological aspects operate substantially according to the agreed to specifications. The Parties acknowledge MoleSoft does not warrant that the existence it will be able to correct all reported defects or that services will be error free. MoleSoft makes no warranty regarding features or services provided by third parties." Indemnification: • Client will defend, indemnify, and terms hold harmless MoleSoft, and their respective directors, officers, technology partners, employees, affiliates, and agents from all claims, actions, losses, liability, damages, costs, and expenses (including reasonable solicitors fees and expenses) arising from any provision or claim of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable lawAgreement. Without limiting the generality of the preceding paragraphsabove, BNY Mellon acknowledges You agree to indemnify and agrees that Customers are prohibited hold harmless MoleSoft against liabilities arising from the following: • The products or services provided by law from making selective public disclosure of information regarding portfolio holdingsClient in connection with MoleSoft • Any actual or alleged defamatory or illegal material provided by you or your agents for placement on MoleSoft’s servers. • Any material provided by you or your agents on, or in connection with ▇▇▇▇▇▇▇▇, that disclosure actually or allegedly infringes on the intellectual property or personal rights of a third party Both party agrees to: Promptly notify the other party in writing of any indemnifiable claim and all such information give the other party the opportunity to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure defend or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute negotiate a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use settlement of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of claim at the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to party's sole expense Cooperate fully with the other Partyparty in defending or settling such claim; MoleSoft reserves the right, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or suretyits own expense, to restrain disclosure or misuse, in whole or in part, assume the exclusive defense and control of any information in violation of Section 15.1 hereofmatter otherwise subject to indemnification as explained below.