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 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 Notwithstanding any provision of this Section 39(a) to the contrary, Lessee will 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: (i) other than as a result of an Alteration by Lessee, the entry into a New Lease under Section 40 of this Agreement or any severance of this Agreement under Section 41, the determination that this Agreement is not a "true lease" for federal income tax purposes or that the members of the Sprint Group, directly or indirectly through one or more entities that are classified as partnerships or disregarded entities for federal income tax purposes, are not the owners or sublessors of the Leased Property, or that Section 467 of the Code does not apply to this Agreement in accordance with its terms; (ii) 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 or any of its Affiliates, in either case, of any of the Leased Property or portion of such Leased Property by any such Tax Indemnitee or any of its Affiliates other than a sale, assignment, transfer, or disposition (A) contemplated by the Transaction Documents; (B) otherwise resulting from the exercise by any Sprint Group Member of its rights or performance of its obligations under the Transaction Documents; or (C) attributable to a default by Lessee and/or exercise of remedies under this Agreement; (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 this Agreement and related documents; (v) Lessee's exercise of the purchase option provided in Section 15.1 36 of this Agreement; (vi) the failure by the Sprint Group or any Sprint Group Member timely or properly to claim any Federal Income Tax Benefits or to exclude income on the appropriate Tax return other than in accordance with Section 39(a)(3) of this Agreement; (vii) any failure of the Tax Indemnitee to have taken all the actions, if any, required of it by Section 39(d) of this Agreement to contest the Loss and such failure materially prejudices the ability to contest, and Lessee has a reasonable basis for such contest (other than a failure attributable in whole or part to the failure of Lessee to follow the procedures set forth in Section 39(d) of this Agreement); (viii) any change in Law enacted, adopted or promulgated on or after the date of the Agreement to Lease and Sublease, provided that this exclusion shall not apply to any (1) change in tax rates applicable to the making of any indemnity payment for a Tax Loss (a) respecting Federal Income Tax Benefits on an After-Tax basis or (b) respecting an Inclusion or (2) substitution or replacement of any Leased Property after a change in Law; (ix) the failure of the Sprint Group, or any single Sprint Group Member, to have sufficient income or Tax liability to benefit from the Federal Income Tax Benefits; (x) the inclusion of income by a Sprint Group Member as a result of the reversion of Alterations made by Lessee to Lessor at the end of the Term; (xi) a determination that Sprint is not holding the Leased Property in the ordinary course of a trade or business or that Sprint did not enter into the transactions contemplated by the Transaction Documents for profit; (xii) the existence of, or any consequence of, the prepayment of the Rent, or the application of Section 467 of the Code or the Treasury regulations promulgated thereunder, provided that the Lessee makes all payments when due and accrues all rental expense in accordance with the Proportional Rent as set forth in Exhibit H and provided further that this exclusion 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 entry into 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 New Lease 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 Section 40 of this Agreement are required or any severance of this Agreement under Section 41; (xiii) any tax election by a Sprint Group Member that is inconsistent with the Tax Assumptions to be publicly disclosed by the Funds pursuant extent of a resulting increase in the Lessee's indemnity obligations hereunder; (xiv) a Tax Loss with respect to applicable law. Without limiting any period occurring after (and not simultaneously with) (1) the generality expiration or earlier termination of the preceding paragraphsTerm with respect to a Site or (2) the return to Sprint of the Leased Property related to a Site, BNY Mellon acknowledges in either case other than interest, fines, penalties and agrees additions to tax resulting from a Tax Loss that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure would not be excluded under this clause (xvi); (xv) the breach or inaccuracy of any and all representation, warranty or covenant by any Sprint Group Member in any of the Transaction Documents (except to the extent such information breach or inaccuracy is attributed to BNY Mellon hereunder is made strictly a breach or inaccuracy of any representation, warranty or covenant of Lessee or an Affiliate under the conditions of confidentiality set forth in Transaction Documents); (xvi) any exclusion under 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(a)(4) 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 Cross-Defaulted Master Lease 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 hereofSublease.

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 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 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. (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. 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 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 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. The Parties’ respective obligations under Section 15.1 will Any other provision herein to the contrary notwithstanding, pursuant to the terms of this Agreement, an Indemnifying Party shall not apply to any such information: be obligated: (a) that isto indemnify the Indemnified Party for any acts or omissions or transactions from which a trustee, director, officer or agent may not be indemnified by such Indemnifying Party, as of the time of its disclosure or thereafter becomes, part of the public domain through a source other than the receiving Party; provided by Applicable Law; (b) that was known to indemnify or advance Expenses to the receiving Indemnified Party as with respect to proceedings or claims initiated or brought voluntarily by the Indemnified Party and not by way of the time defence, except with respect to proceedings brought to establish or enforce a right to indemnification under this Agreement, Applicable Law or a policy of its disclosure and was not otherwise subject insurance referred to confidentiality obligations; in subsection 7(a) hereof; (c) that is independently developed to indemnify the Indemnified Party for any Expenses incurred by the receiving Indemnified Party without reference with respect to any Proceeding instituted to enforce or interpret this Agreement, if a Final Determination is made that any of the material assertions made by the Indemnified Party in such information; proceedings are not made in good faith or are frivolous; (d) that is subsequently learned from a third party not known to be indemnify the Indemnified Party for Expenses or liabilities of any type whatsoever which have been paid directly to the Indemnified Party by an insurance carrier under a confidentiality obligation to the disclosing Party policy of trustees’, directors’, managers’, officers’ or other applicable liability insurance maintained by an Indemnifying Party; (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement indemnify the Indemnified Party for Expenses or the payment of any law enforcement agency, court order or other legal process or at profits arising from the request of a regulatory authority. The Parties acknowledge that the existence purchase and terms of this Agreement are required to be publicly disclosed sale by the Funds pursuant Indemnified Party of securities in violation of applicable securities laws; or (f) to applicable law. Without limiting indemnify 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 Indemnified Party 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, Expenses for which money damages will not provide the Indemnified Party is indemnified by an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Indemnifying Party shall (in addition to all other rights and remedies they may have otherwise than 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 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. 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 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’ 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 BNPPLC acknowledges and agrees that Customers are prohibited nothing in Paragraph 4 or the preceding subparagraphs of this Paragraph 5 will be construed to require NAI to pay or reimburse: • Excluded Taxes; or • Losses incurred or suffered by law any Interested Party to the extent proximately caused by (and attributed by any applicable principles of comparative fault to) the Established Misconduct of that Interested Party; or • Losses that result 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 Liens Removable by BNPPLC; or • transaction expenses (including Attorneys’ Fees) incurred by any of the performance Participants in connection with the drafting, negotiation or execution of custodial services hereunderthe Participation Agreement (or supplements making them parties thereto) or in connection with any due diligence Participants may undertake before entering into the Participation Agreement; or • Local Impositions or other Losses contested, that any unauthorized disclosure or misuse of such information (including if and so long as they are contested, by BNY Mellon or NAI in accordance with any of its employees the provisions of this Lease or agents, other Operative Documents which expressly authorize such contests; or • transaction expenses or other Losses caused by or necessary to accomplish any trading on the basis conveyance by BNPPLC to BNPPLC’s Parent or a Qualified Affiliate which constitutes a Permitted Transfer only by reason of such information by anyone in receipt of such informationclause (3) 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 definition of Permitted Transfer in the Common Definitions and under applicable law Provisions Agreement; or • any amount which may from time to prevent unauthorized disclosure time be payable by BNPPLC to any Participant representing the excess of such Confidential Information. The Parties acknowledge “Base Rent” as defined in the Participation Agreement over Base Rent as defined in and agree that calculated pursuant to this Lease and the Common Definitions and Provisions Agreement; or • any decline in the value of the Property solely by reason of decline in general market conditions and not because of any breach of Section 15.1 hereof would cause not only financial damagethis Lease or other Operative Documents by NAI. Further, but irreparable harm without limiting BNPPLC’s rights (as provided in other provisions of this Lease and other Operative Documents) to include the other Party, for which money damages will not provide an adequate remedy. Accordingly, following in the event calculation of a breach of Section 15.1 hereofthe Lease Balance, the non-breaching Break Even Price and the Make Whole Amount (as applicable) or to collect Base Rent, a Supplemental Payment and other amounts, the calculation of which depends upon the Lease Balance, BNPPLC acknowledges and agrees that nothing in Paragraph 4 or the preceding subparagraphs of this Paragraph 5 will be construed to require NAI to pay or reimburse an Interested Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law for costs paid by BNPPLC with the proceeds of the Initial Advance as part of the Transaction Expenses 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 hereofwith Construction Advances.

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 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 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 Section 15.1 will not apply Notwithstanding anything contained in this Agreement to the contrary, but subject to compliance with the other provisions of this ‎Section 6.04, at any such information: (a) that is, as time prior to receipt of the time Company Shareholder Approval, in the event the Company receives a bona fide unsolicited Acquisition Proposal from a Third Party that did not result from a breach of this ‎Section 6.04: (i) if the Board of Directors determines in good faith, after consultation with its disclosure outside legal counsel and financial advisors, that (A) such Acquisition Proposal constitutes, or thereafter becomeswould reasonably be expected to lead to, part of a Superior Proposal and (B) failure to engage in negotiations or discussions with such Third Party would be inconsistent with its fiduciary duties, then the public domain through a source other than the receiving Party; Company may (b1) that was known engage in negotiations or discussions with such Third Party and its Representatives and (2) furnish to such Third Party or its Representatives nonpublic information relating 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 Company or any of its employees Subsidiaries and afford access to the business, properties, assets, books or agentsrecords of the Company or any of its Subsidiaries pursuant to a confidentiality agreement no less favorable in any material respect to the Company than the Confidentiality Agreement (an “Acceptable Confidentiality Agreement”); provided that, (x) to the extent that any nonpublic ​ ​ information relating to the Company or its Subsidiaries is provided to any such Third Party or any such Third Party is given access which was not previously provided to or made available to Parent, such nonpublic information or access is provided or made available to Parent prior to or substantially concurrently with it being shared with such Third Party and (y) any competitively sensitive information or data provided to any such Third Party in accordance with this ‎Section 6.04 who is, or whose Affiliates include, a competitor, supplier or customer of the Company or any trading on of its Subsidiaries will be provided in a separate “clean data room” and subject to customary “clean team” arrangements regarding access to such information or data and upon request the basis Company will provide Parent with evidence of such information by anyone arrangements; and (ii) subject to compliance with ‎Section 6.04(d), the Board of Directors may, (A) in response to the 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 bona fide unsolicited written Acquisition Proposal from a Third Party which did 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 result from a breach of Section 15.1 hereofthis ‎Section 6.04 and that the Board of Directors has determined in good faith, after consultation with its outside legal counsel and financial advisor, constitutes a Superior Proposal, make an Adverse Recommendation Change or terminate this Agreement pursuant to and in accordance with ‎Section 10.01(d)(i) in order to enter into a definitive agreement for a Superior Proposal, or (B) in response to an Intervening Event, make an Adverse Recommendation Change of the type described in clause (A) or (E) of the definition thereof, if and only if, in each case, the non-breaching Party Board of Directors determines in good faith, after consultation with its outside legal counsel and financial advisors, that the failure to take such action would be reasonably likely to be inconsistent with its fiduciary duties. In addition, nothing contained herein shall prevent the Company or the Board of Directors (or any committee thereof) from (A) taking and disclosing to the Company’s shareholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the 1934 Act (or any similar communication to shareholders in addition connection with the making or amendment of a tender offer or exchange offer) or from making any legally required disclosure to all other rights and remedies they may have pursuant shareholders with regard to the transactions contemplated by this Agreement or an Acquisition Proposal (provided that neither the Company nor the Board of Directors may recommend any Acquisition Proposal unless permitted by this ‎Section 6.04(b)), (B) issuing a “stop, look and at law listen” disclosure or similar communication of the type contemplated by Rule 14d-9(f) under the 1934 Act or (C) contacting and engaging in equity) be entitled discussions with any Person or group who has made an offer with respect to an injunction, without Acquisition Proposal that was not solicited in breach of this ‎Section 6.04 for the necessity purpose of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, clarifying the terms of any information in violation of Section 15.1 hereofsuch offer.

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 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 13.1 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 13.1 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 13.1 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 13.1 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 13.1 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 13.1 hereof.

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 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 (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 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 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. (a) The Parties’ respective obligations under Section 15.1 will and restrictions herein shall not apply to Confidential Information of the Disclosing Party that falls within any of the following exceptions, provided that such information: : (ai) that is, as of the time of its disclosure is or thereafter becomes, becomes part of the public domain through no fault of the Receiving Party; (ii) was known by the Receiving Party prior to the disclosure by the Disclosing Party; (iii) was independently developed by or on behalf of the Receiving Party without use of, reliance upon, or reference to, the Disclosing Party’s Confidential Information; or (iv) has been properly received by the Receiving Party from a source other than Third Party who is not under any obligation to maintain the receiving confidentiality of such information, and without breach of this Agreement by the Receiving Party; . (b) that was known to Notwithstanding the receiving Party as foregoing, all Know-How constituting: (i) Entera Information and Inventions are the Confidential Information of both Parties; and (ii) OPKO Information and Inventions are and shall remain the time Confidential Information of its disclosure and was not otherwise subject to confidentiality obligations; OPKO. (c) Nothing in this Agreement shall prevent a Party from using any Know-How that is independently developed in the public domain. A Party shall also not be restricted under, and shall not be in breach of, this Agreement from using, within or outside this Agreement and for any purpose, any general knowledge, skill, and expertise acquired by the receiving Party without reference to such information; its employees (dor its Affiliates’ employees) 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 in their performance of this Agreement are required (“Residual Information”) to be publicly disclosed the extent such Residual Information is retained in the unaided human memory of such employees in intangible form and without use by the Funds pursuant to applicable law. Without limiting the generality Party or such employees of tangible copies of any Confidential Information of the preceding paragraphs, BNY Mellon acknowledges and agrees other Party; provided that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of this provision will not be deemed in any and all such information event to BNY Mellon hereunder is made strictly under provide any right to infringe the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes Patent rights of the performance other Party or of custodial services hereunder, Third Parties that any unauthorized disclosure have licensed 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 provided materials to the other PartyParty and this section is not intended to grant, for which money damages and will not provide be deemed to grant the Receiving Party: (i) a right to disclose the Disclosing Party’s Confidential Information; or (ii) a license under any Patents or other intellectual property right of the Disclosing Party; and provided further that a Party’s use of such Residual Information is on an adequate remedy. Accordingly“as is, in the event of a breach of Section 15.1 hereofwhere is” basis, the non-breaching Party shall (in addition to with all other rights faults and remedies they may have pursuant to this Agreement all representations and warranties disclaimed 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 Party’s sole risk.

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 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 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 Pulmokine’s obligations of confidentiality and non-use under Section 15.1 will 8.1 shall not apply to, and Pulmokine shall have no further obligations with respect to, any of the Licensee Confidential Information, to any the extent Pulmokine can establish by competent proof that such information: Licensee Confidential Information: (a) that is, as of the time of its disclosure is or thereafter becomes, becomes part of the public domain through a source other than the receiving Party; without breach by Pulmokine of this Agreement; (b) that was known to the receiving Party as of the time of its in Pulmokine’s possession before disclosure by Licensee and was not otherwise subject to confidentiality obligations; acquired directly or indirectly from Licensee, as documented by Pulmokine’s written records; (c) that is independently developed by the receiving obtained from a Third Party without reference with no obligation of confidentiality to such information; Licensee, who has a right to disclose it to Pulmokine; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation developed independently by Pulmokine without use of or reference to the disclosing Party or Licensee Confidential Information, as evidenced by Pulmokine’s written records; or (e) that is required to be disclosed pursuant revealed in response to a court decision or administrative order, or to comply with applicable law, rule, regulation, requirement Laws or applicable rules of any law enforcement agencyRegulatory Authority; provided that, court order in each such case, Pulmokine shall inform Licensee immediately by written notice and cooperate with Licensee using Commercially Reasonable Efforts either to enable Licensee to seek protective measures for such Licensee Confidential Information, or other legal process or at to seek confidential treatment of such Licensee Confidential Information, and in such case Pulmokine shall disclose only such portion of the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are Licensee Confidential Information which is so required to be publicly disclosed by disclosed. Any combination of features or disclosures shall not be deemed to fall within the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers foregoing exclusions merely because individual features 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 published 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 available to the other Party, for which money damages will not provide an adequate remedy. Accordingly, general public or in the event rightful possession of a breach Pulmokine unless the combination itself and principle of Section 15.1 hereof, operation are published or available to the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law general public or in equity) be entitled to an injunction, without the necessity right possession 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 hereofPulmokine.

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 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 In no event shall information held or obtained by a Receiving Party be deemed to any such be Confidential Information if that information: (ai) that is, as of was already lawfully known to the Receiving Party at the time of its disclosure or thereafter becomes, part of to the public domain through a source other than the receiving Receiving Party; (bii) that was known is disclosed to the receiving Receiving Party as by a third party who had the right to make such disclosure without any confidentiality restrictions; (iii) is, or through no fault of the time of its disclosure and was not otherwise subject Receiving Party has become, generally available to confidentiality obligationsthe public; (civ) that is independently developed by the receiving Receiving Party without reference to such informationaccess to, or use of, a Disclosing Party’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 (ev) that is designated in writing as non-Confidential by a party entitled to disclose Confidential Information. In addition, a Receiving Party may, divulge to another person or entity Confidential Information when doing so: (vi) is necessary for the Receiving Party to enforce its rights under this Agreement in connection with a legal proceeding but only for the purposes of such legal proceeding; or (vii) is required to comply with applicable laws, governmental or regulatory regulations, or subpoenas or court orders from a court of competent jurisdiction, or to prosecute or defend itself in any litigation or legal dispute arising out of or related to this Agreement, but only if it first provides reasonable prior written notice to permit the Disclosing Party to have an opportunity to seek a protective order, and if the disclosure is to be disclosed pursuant in any litigation or other dispute arising out of or related to this Agreement or the performance of either Party, then the Receiving Party agrees to reasonably cooperate in the entry of a protective order that is to provide for the maximum protection provided such Confidential Information is allowed by applicable law, rule, regulation, requirement law and legal procedure. The Receiving Party will disclose only that information as is required by legal proceeding (in the case of any law enforcement agencySection 3.2(b)(vi)) or subpoena, court order or other legal process or at government entity (in 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 case of Section 15.1 hereof would cause not only financial damage, but irreparable harm 3.2(b)(vii)) and shall use commercially reasonably efforts to the other Party, maintain confidential treatment 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 hereofConfidential Information so disclosed.

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 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 (i) Prior to (but not apply to at any such information: time from or after) obtaining the Transactions Approval, if Parent receives a bona fide, written Acquisition Proposal from a Third Party after the date hereof (athat has not been withdrawn) that is, as did not result from a breach or violation of the time provisions of Section 7.6(a) and, prior to taking any action described in clauses (A) and (B) below, (x) the Special Committee determines in good faith, after consultation with outside legal counsel that (1) based on the information then available and after consultation with its financial advisors of nationally recognized reputation, such Acquisition Proposal constitutes or could reasonably be expected to lead to a Superior Proposal and (2) the failure to take such action is reasonably likely to result in a breach of its disclosure or thereafter becomesfiduciary duties to its stockholders under applicable Law and (y) Parent shall have complied with Section 7.6(c), 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 then Parent may, in response to such information; Acquisition Proposal, directly or indirectly through its Representatives, (dA) that is subsequently learned from a third party not known engage in negotiations or discussions with such Third Party and its Representatives or financing sources with respect to be under a confidentiality obligation such Acquisition Proposal and (B) thereafter furnish to the disclosing such Third Party or (e) that is required its Representatives or financing sources non-public information relating 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 Parent or any of its employees or agents, or Subsidiaries pursuant to a confidentiality agreement (a copy of which shall be promptly (and in any trading on event within twenty-four (24) hours) provided for informational purposes only to the basis Sellers’ Representative) with such Third Party with terms no less favorable to Parent than those contained in the Confidentiality Agreement and containing additional provisions that expressly permit Parent to comply with the terms 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, this Section 7.6; provided that access to and use of any and all such information provided or made available to such Third Party (to the extent that such information has not been previously provided or made available to the Sellers’ Representative) is provided or made available to the Sellers’ Representative, as the case may be, prior to or substantially concurrently with the time it is provided or made available to such Third Party. (ii) At any time prior to obtaining the Transactions Approval, if a material fact, event, change, development, or set of circumstances (other than an Acquisition Proposal) affecting the business, assets or operations of Parent and occurring or arising after the date of this Agreement that was not known or reasonably foreseeable by Parent, the Special Committee or the Parent Board as of or prior to the date of this Agreement (such material fact, event, change development or set of circumstances affecting the business, assets or operations of Parent, an “Intervening Event”), becomes known to the Special Committee (provided that no fact, event, change, development or set of circumstances shall be restricted as described in Section 15.1 hereofconstitute an Intervening Event if such fact, and that BNY Mellon shall apprise all such persons having access event, change, development or set of circumstances (i) affects the dry bulk shipping industry generally or (ii) resulted from or arose out of the obligation hereunder announcement, pendency or consummation of the Transactions or the compliance by Parent with its covenants and agreements hereunder, including under applicable law to prevent unauthorized disclosure Sections 7.1 and 7.2) and (x) the Special Committee or the Parent Board determines in good faith, after consultation with outside legal counsel and its financial advisors of nationally recognized reputation, that in light of such Confidential Information. The Parties acknowledge and agree that any breach Intervening Event, the failure of Section 15.1 hereof would cause not only financial damagethe Special Committee or the Parent Board, but irreparable harm as applicable, to the other Party, for which money damages will not provide effect an adequate remedy. Accordingly, Adverse Recommendation Change is reasonably likely to result in the event of a breach of Section 15.1 hereofits fiduciary duties to Parent’s stockholders under applicable Law, the non-breaching Party Special Committee or the Parent Board, as applicable, may make an Adverse Recommendation Change; provided, however, that the Special Committee and the Parent Board shall not be entitled to exercise their respective rights to make an Adverse Recommendation Change pursuant to this Section 7.6(b)(ii) unless Parent has (A) provided to the Sellers’ Representative at least three (3) calendar days’ prior written notice (the “Notice Period”) advising the Sellers’ Representative that the Special Committee or the Parent Board intends to take such action and specifying the facts underlying the Special Committee or the Parent Board’s determination that an Intervening Event has occurred, and the reasons for the Adverse Recommendation Change, in addition reasonable detail, (B) during the Notice Period, if requested (orally or in writing) by the Sellers’ Representative, engaged in good faith negotiations with the Sellers’ Representative to all other rights amend this Agreement in such a manner that obviates the need for an Adverse Recommendation Change as a result of the Intervening Event and remedies they may (C) following the Notice Period, the Special Committee shall have pursuant considered in good faith any proposed amendments to this Agreement and the Related Agreements and determined in good faith, after consultation with its outside legal counsel and financial advisors of nationally recognized reputation, taking into account any changes to this Agreement or the Related Agreements made or proposed in writing by the Sellers’ Representative, that such changes would not obviate the need for an Adverse Recommendation Change in response to such Intervening Event. (iii) Prior to (but not at law any time from or after) obtaining the Transactions Approval, the Special Committee may, following receipt of and on account of a Superior Proposal, make an Adverse Recommendation Change in equity) connection with such Superior Proposal, if such Superior Proposal did not result from a breach or violation of the provisions of Section 7.6 and the Special Committee determines in good faith, after consultation with outside legal counsel and financial advisors of nationally recognized reputation, that in light of such Superior Proposal, the failure of the Special Committee to take such action is reasonably likely to result in a breach of its fiduciary duties to its stockholders under applicable Law; provided, however, the Special Committee shall not be entitled to effect an injunctionAdverse Recommendation Change in connection with a Superior Proposal unless (A) the Special Committee promptly notifies the Sellers’ Representative, without in writing within the necessity Notice Period before making an Adverse Recommendation Change, of posting its intention to take such action with respect to such Superior Proposal, which notice shall state expressly that Parent has received an Acquisition Proposal that the Special Committee has determined to be a Superior Proposal and that the Special Committee intends to make an Adverse Recommendation Change; (B) the Special Committee attaches to such notice the most current version of the proposed transaction agreements and the identity of the Third Party making such Superior Proposal; (C) during the Notice Period, if requested (orally or in writing) by the Sellers’ Representative, the Special Committee has, and has directed its Representatives to, engaged in negotiations with the Sellers’ Representative in good faith to amend this Agreement or any bond Related Agreement in such a manner that such Superior Proposal ceases to constitute a Superior Proposal; and (D) following the Notice Period, the Special Committee shall have considered in good faith any proposed amendments to this Agreement and any Related Agreement and determined in good faith, after consultation with its outside legal counsel and financial advisors of nationally recognized reputation, taking into account any changes to this Agreement or suretyany Related Agreement made or proposed in writing by the Sellers’ Representative, that such Superior Proposal continues to restrain constitute a Superior Proposal; provided, however that with respect to any applicable Superior Proposal, any amendment to the financial terms or any other material amendment to a term of such Superior Proposal shall require a new written notice by the Special Committee and a new Notice Period, and no such Adverse Recommendation Change in connection with such Superior Proposal may be made during any Notice Period. (iv) In addition, nothing contained herein shall prevent the Special Committee or the Parent Board 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 7.6; provided, that any such action taken or statement made that is not an express rejection of an Acquisition Proposal or an express reaffirmation of the Special Committee Recommendation and Parent Board Recommendation shall be deemed an Adverse Recommendation Change, or (ii) issuing a “stop, look and listen” disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofsimilar communication pursuant to Rule 14d-9(f) under the 1934 Act (which it is agreed shall not constitute an Adverse Recommendation Change).

Exceptions. The Parties’ respective obligations under Notwithstanding Section 15.1 will not apply 5.3(a)(i) above, Servicer shall have no obligation to do any such informationof the following: (aA) except for acts or omissions that isconstitute fraud, as gross negligence or willful misconduct of the time of its disclosure Servicer 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, indemnify any Indemnified Purchaser Party for any punitive damages or for any trading actual or lost profits of such Indemnified Purchaser Party, regardless of whether Servicer knew or was aware of such possible Losses; (B) indemnify or hold harmless an Indemnified Purchaser Party from and against any Losses to the extent such Losses result from the negligence or willful misconduct of or material breach of this Agreement by any potential Indemnified Purchaser Party; (C) indemnify any Indemnified Purchaser Party from and against any Losses resulting from any material breach by Servicer of any covenant or agreement of Servicer contained in Sections 3.1, 3.2 and 5.1 (any claim with respect thereto, a “Specified Indemnity Claim”) if such Specified Indemnity Claim can be and is fully satisfied through the Repurchase Procedure or Resale Procedure pursuant to Section 5.3(a)(v); (D) indemnify any Indemnified Purchaser Party with respect to any Specified Indemnity Claim unless (i) the Loan(s) with respect to which such Losses are payable have become Charged Off Loan(s); and (ii) the Loan(s) with respect to which such Losses are payable have been Charged Off Loan(s) for no more than 90 calendar days; (E) indemnify any Indemnified Purchaser Party with respect to any Specified Indemnity Claim for any amount in excess of the outstanding principal balance(s) of the applicable Loan(s) on the basis date the Loan(s) become Charged Off Loan(s); or (F) indemnify any Indemnified Purchaser Party with respect to a Specified Indemnity Claim if the aggregate amount of all such information by anyone Specified Indemnity Claims under this Agreement, the Purchase Agreement and any Multi-Party Agreement with respect to the applicable Addendum is less than or equal to the Indemnity Deductible. For the avoidance of doubt, Servicer shall only be obligated to indemnify an Indemnified Purchaser Party with respect to Specified Indemnity Claims made after the applicable Indemnity Deductible has been satisfied and only for amounts in receipt excess of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securitiesthe applicable Indemnity Deductible; provided, that access if an Indemnity Deductible is satisfied but also exceeded by a particular Specified Indemnity Claim, Servicer shall only be obligated 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 indemnify an Indemnified Purchaser Party with respect to the portion of the obligation hereunder and under Specified Indemnity Claim that exceeds the 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 hereofIndemnity Deductible.

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. 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 Notwithstanding anything in this Section 15.1 will 8.3 to the contrary, prior to the time, but not apply after, the RMT Partner Stockholder Approval is obtained, in response to any such information: (a) an unsolicited, bona fide written RMT Partner Acquisition Proposal that is, as did not arise from or in connection with a breach 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 obligations set forth in this Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder8.3, that any unauthorized disclosure or misuse of such RMT Partner may: (i) provide information in response to a request therefor (including by BNY Mellon non-public information regarding RMT Partner or any of its employees or agentsSubsidiaries) to the Person who made such RMT Partner Acquisition Proposal, provided that such information has previously been made available to, or any trading on is made available to, Remainco prior to or concurrently with the basis of time such information by anyone in receipt of is made available to such Person and that, prior to furnishing any such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, ▇▇▇ ▇▇▇▇▇▇▇ receives from the Person making such RMT Partner Acquisition Proposal an executed confidentiality agreement with terms 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 are not only financial damage, but irreparable harm materially less restrictive to the other Partyparty than the terms in the Confidentiality Agreement are on Remainco (it being understood that such confidentiality agreement need not prohibit the making or amending of an RMT Partner Acquisition Proposal to the extent such RMT Partner Acquisition Proposal is made directly to RMT Partner); provided, for which money damages will however, that if the Person making such RMT Partner Acquisition Proposal is a competitor of RMT Partner, RMT Partner shall not provide an adequate remedy. Accordinglyany commercially sensitive non-public information to such Person in connection with any actions permitted by this Section 8.3(b) other than in accordance with customary “clean room” or other similar procedures designed to limit the disclosure of competitively sensitive information; and (ii) participate in any discussions or negotiations with any such Person regarding such RMT Partner Acquisition Proposal; in each case, if, and only if, prior to taking any action described in the event of a breach of Section 15.1 hereofclause (i) or (ii) above, the non-breaching Party shall RMT Partner Board determines in good faith after consultation with RMT Partner’s outside legal counsel that (A) based on the information then available and after consultation with RMT Partner’s financial advisor that such RMT Partner Acquisition Proposal either constitutes a RMT Partner Superior Proposal or would reasonably be expected to result in addition a RMT Partner Superior Proposal and (B) failure to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) take such action would be entitled to an injunction, without inconsistent with 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’ fiduciary duties under applicable Law.

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 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 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 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 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 BNPPLC acknowledges and agrees that Customers are prohibited nothing in Paragraph 4 or the preceding subparagraphs of this Paragraph 5 will be construed to require NAI to pay or reimburse: • Excluded Taxes; or • Losses incurred or suffered by law any Interested Party to the extent proximately caused by (and attributed by any applicable principles of comparative fault to) the Established Misconduct of that Interested Party; or • Losses that result 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 Liens Removable by BNPPLC; or • transaction expenses (including Attorneys’ Fees) incurred by any of the performance Participants in connection with the drafting, negotiation or execution of custodial services hereunderthe Participation Agreement (or supplements making them parties thereto) or in connection with any due diligence Participants may undertake before entering into the Participation Agreement; or • Local Impositions or other Losses contested, that any unauthorized disclosure or misuse of such information (including if and so long as they are contested, by BNY Mellon or NAI in accordance with any of its employees the provisions of this Lease or agents, other Operative Documents which expressly authorize such contests; or • transaction expenses or other Losses caused by or necessary to accomplish any trading on the basis conveyance by BNPPLC to BNPPLC’s Parent or a Qualified Affiliate which constitutes a Permitted Transfer only by reason of such information by anyone in receipt of such informationclause (3) 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 definition of Permitted Transfer in the Common Definitions and under applicable law Provisions Agreement; or • any amount which may from time to prevent unauthorized disclosure time be payable by BNPPLC to any Participant representing the excess of such Confidential Information. The Parties acknowledge “Base Rent” as defined in the Participation Agreement over Base Rent as defined in and agree that calculated pursuant to this Lease and the Common Definitions and Provisions Agreement; or • any decline in the value of the Property solely by reason of decline in general market conditions and not because of any breach of Section 15.1 hereof would cause not only financial damagethis Lease or other Operative Documents by NAI. Further, but irreparable harm without limiting BNPPLC’s rights (as provided in other provisions of this Lease and other Operative Documents) to include the other Party, for which money damages will not provide an adequate remedy. Accordingly, following in the event calculation of a breach of Section 15.1 hereofthe Lease Balance, the non-breaching Break Even Price and the Make Whole Amount (as applicable) or to collect Base Rent, a Supplemental Payment and other amounts, the calculation of which depends upon the Lease Balance, BNPPLC acknowledges and agrees that nothing in Paragraph 4 or the preceding subparagraphs of this Paragraph 5 will be construed to require NAI to pay or reimburse an Interested 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 for costs paid by BNPPLC with the necessity proceeds of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, the Initial Advance as part of any information in violation of Section 15.1 hereofthe Transaction Expenses.

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 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 Sometimes certain information accessed by or provided to you will not be considered Confidential Information under these terms even if it is marked or designated as “confidential.” Confidential Information does NOT include information that: was publicly available at the time it is disclosed to or accessed by you; becomes publicly available after it is accessed by or disclosed to you (as long as it did not become publicly available because you did not abide by your obligations under Section 15.1 will not apply these confidentiality terms); was already known to any such information: (a) that is, as of you and/or in your possession at the time of its disclosure it was accessed by or thereafter becomes, part of disclosed to you; is disclosed by the public domain through a source Course Sponsor to someone else without the Course Sponsor asking them to keep it confidential; or is obtained by you from someone other than the receiving Party; (b) that Course Sponsor without you being asked to keep it confidential, and the person/entity from whom you obtained the information was known not under an obligation to keep it confidential. What can I do with Confidential Information and to whom may I show it? You may use the Confidential Information only in connection with the Course Project. You agree to take reasonable steps to prevent others from having access to the receiving Party as Confidential Information. Provided you are taking those steps to protect the information, you will not be liable for the inadvertent or accidental disclosure of the time of its disclosure and was Confidential Information. Except as provided in the following paragraph, you may not otherwise subject disclose Confidential Information 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 anyone except to the disclosing Party Course instructors/teaching assistants or (e) other Carnegie Mellon personnel with a need to know for purposes of the Educational Project Agreement, other Students participating in the Project who have also signed non-disclosure agreements with the Course Sponsor, and/or the Course Sponsor. In the event that any Confidential Information is required to be disclosed pursuant to applicable law, rule, regulation, requirement of by any law enforcement agency, court order governmental agency or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are otherwise required to be disclosed by law (i.e., you receive a subpoena asking that you disclose certain of the Confidential Information), you can disclose it without violating your confidentiality obligations under these terms. However, before disclosing it you must give the Course Sponsor reasonable prior written notice that you are being required to disclose the information, unless such notice is prohibited by the terms of the relevant legal order or requirement. This notice should be addressed to the Course Sponsor using the address listed on the signature page of the Educational Project Agreement. How long do I need to keep the information confidential? You must keep the Confidential Information confidential under these terms for a period of two (2) years from the date the information is disclosed to you. However, you can disclose it sooner if either (a) the Course Sponsor provides written approval for you to disclose it, or (b) it no longer falls under the definition of Confidential Information (for example, if the information becomes publicly available and therefore falls under one of the exceptions in Section 3 above), except if the reason it no longer falls under the definition is because you did not abide by your obligations under these terms (for example, you would not be able to post the Confidential Information on your web site in violation of these terms and then argue it is now publicly known and not subject to confidentiality obligations). Who owns the Confidential Information? All Confidential Information disclosed by the Funds pursuant to applicable law. Without limiting Course Sponsor remains the generality property of the preceding paragraphsCourse Sponsor. At the end of the Course Project, BNY Mellon acknowledges you must destroy your copies of the Confidential Information unless the Course Sponsor instead requests that you give them back to the Course Sponsor. You must also erase any electronic copies of the Confidential Information you may have. You understand and agrees agree that Customers just because the Course Sponsor is allowing you to use its Confidential Information in conjunction with the Course Project, it does not mean that you are prohibited granted any ongoing intellectual property rights or licenses in the Confidential Information. What can happen if the Confidential Information is improperly disclosed? If you disclose the Confidential Information in violation of these terms, it could result in irreparable injury to the Course Sponsor, and a monetary award may not be enough to fully compensate the Course Sponsor for its losses. Therefore, you agree that in the event that you do not abide by law your obligations under these terms (or the Course Sponsor has reason to believe that you are going to breach your obligations), the Course Sponsor can go to court and seek an injunction prohibiting you from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all continuing breaches or ask for other equitable relief from the court. Seeking an injunction is in addition to any other legal relief available to the Course Sponsor (such information as taking action against you for failing to BNY Mellon hereunder is made strictly abide by these terms). Can I transfer my rights under these confidentiality terms to someone else? You may not assign or transfer any rights given to you under the conditions Participation Agreement (including these terms) to anyone without first getting written permission from the Course Sponsor. For example, if you sign the Participation Agreement, receive Confidential Information from the Course Sponsor, and then you drop the Course, you may not pass your Confidential Information and a copy of these terms to a student who enrolls in the Course in your place. Can the Course Sponsor later give me additional restrictions on my use of their information after I’ve already taken receipt of it? The provisions of these confidentiality set forth terms can only be changed if you, Carnegie Mellon and the Course Sponsor agree in Section 15.1 hereof writing. These confidentiality terms are the entire agreement between you and solely for the purposes Course Sponsor regarding its Confidential Information and it supersedes any prior agreements, understanding or discussions with respect to the Confidential Information. Will these confidentiality obligations affect my ability to use the work product I develop under the Course Project? Consistent with the terms of the performance of custodial services hereunderEducational Project Agreement, that any unauthorized disclosure or misuse of such information you will keep ownership to your work product developed under the Course Project (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 although you are providing certain license rights to and use of any and all such information shall be restricted your work as described in Section 15.1 hereofthe Educational Project Agreement). Therefore, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law you are free to prevent unauthorized disclosure of such use or disclose your work product however you wish PROVIDED THAT you do not disclose or release any Confidential Information. The Parties acknowledge and agree that For example, if any breach of Section 15.1 hereof would cause not only financial damageyour work includes any of the Course Sponsor’s Confidential Information, but irreparable harm you will need to either remove the other Party, for which money damages will not provide an adequate remedy. Accordingly, in Confidential Information or get written permission from 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 hereofCourse Sponsor before you disseminate it.

Exceptions. The Parties’ respective Except as required by Applicable Law or legal process, neither Party (the “Restricted Party”) shall disclose Confidential Information of the other Party to third parties without such Party’s prior written consent; provided, however, that the Restricted Party may disclose Confidential Information of the other Party (i) to the Restricted Party’s Affiliates, agents, service providers, representatives or subcontractors (collectively, “Representatives”) for the sole purpose of fulfilling the Restricted Party’s obligations under Section 15.1 will not apply to any this Agreement provided 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 Representatives are subject to confidentiality obligations; (c) that is independently developed by obligations at least as restrictive as those provided in this Agreement, and provided further, that, in all events, the receiving Restricted Party without reference to such information; (d) that is subsequently learned from a third party not known to shall 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 responsible for 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 breach of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited confidentiality obligations hereunder 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 agentsRepresentatives (other than Company as agent for Bank), or (ii) to the Restricted Party’s auditors, accountants and other professional advisors (including any trading on legal advisors), and provided further that 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 Restricted 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 responsible for any breach of Section 15.1 hereof would cause not only financial damagethe confidentiality obligations hereunder by any such party or to a Regulatory Authority or (iii) to any other third party as mutually agreed in writing by the Parties. Each Party may also, but irreparable harm to upon the prior written consent of the other Party, share Confidential Information of the other Party (except for which money damages will Confidential Information that the other Party has requested be kept highly confidential and not provide an adequate remedyshared in such manner) with actual or prospective acquirers, investors, financing parties, or rating agencies, including in connection with a transaction involving such Party or any Consumer Credit Products, solely to the extent necessary to facilitate due diligence associated with such transactions, and provided that the recipient of the information shall be subject to confidentiality obligations at least as restrictive as those provided in this Agreement. AccordinglyNotwithstanding the foregoing, the Company may share the Program Documents with existing financing parties or rating agencies solely to the extent necessary to facilitate due diligence associated with such existing transactions, provided that the recipient of the information shall be subject to confidentiality obligations at least as restrictive as those provided in this Agreement, and provided further that the Program Documents are redacted in a manner acceptable to Bank in its sole good faith discretion and that, in all events, the event of a Restricted Party shall be responsible for any breach of Section 15.1 hereofthe confidentiality obligations hereunder by any such financing party or rating agency. Further, the non-breaching Party shall (nothing in addition to all other rights and remedies they may have pursuant to this Agreement and at law shall prevent Company or its designee from providing an anonymized data tape for informational purposes to a new purchaser or other financing source in equity) be entitled connection with a Whole Loan Transfer or Financing Transaction with respect 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 hereofLoans originated by Bank.

Exceptions. The Parties’ respective obligations under Section 15.1 restrictions set forth in this Article 9 will not apply to any such informationConfidential Information that: (ai) that iswas known by the Receiving Party without any obligation of confidentiality prior to disclosure thereof by the Disclosing Party, as of the time of its disclosure can be demonstrated by written records; (ii) was in or thereafter becomes, part of entered the public domain through a source other than no fault of the receiving PartyReceiving Party of any of its Affiliates; (biii) that was known is disclosed to the receiving Receiving Party as by a third party legally entitled to make such disclosure without violation of the time any obligation of confidentiality by such third party or any of its disclosure and was not otherwise subject to confidentiality obligationsAffiliates; (civ) that is independently developed by the receiving Receiving Party without use of, reference or access to such informationany Confidential Information of the Disclosing Party, as can be demonstrated by written records; or (dv) that is subsequently learned from authorized in writing for disclosure to a third party not known to be under a confidentiality obligation at the direction of the Disclosing Party, provided that the foregoing exception will only apply to the disclosing third party specified by the Disclosing Party for that particular disclosure. In addition, notwithstanding Section 9.1, a Receiving Party may disclose the Disclosing Party’s Confidential Information if such disclosure is required by applicable laws or regulations, provided that the Receiving Party give the Disclosing Party advance written notice of such disclosure (e) to the extent legally permissible), reasonably cooperates with the Disclosing Party in seeking confidential treatment of such information, and only discloses that portion of information that, based on the reasonable advice of counsel, is legally required to be disclosed pursuant disclosed. The Receiving Party is permitted to applicable lawdisclose Confidential Information it receives hereunder to its Affiliates, ruledirectors, regulationofficers, requirement of any law enforcement agencyemployees, court order investors, auditors, counsel, agents or other legal process or at advisors (collectively “Representatives”), provided that the request Receiving Party’s Representatives are informed of a regulatory authoritythe confidential nature of the Confidential Information disclosed to them and the confidentiality obligations described in this Agreement. The Parties acknowledge that the existence and terms Receiving Party will be responsible for any breaches by its Representatives 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 these 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 hereofobligations.

Exceptions. The Parties’ respective obligations Notwithstanding the other of this Article, employees shall NOT be indemnified for punitive damages; for legal costs arising from the for hearings arising from Charges under Section 15.1 will the for acts of members which did not apply arise in, or result from, circumstances peculiar the execution of police duties; for actions which amount to any such information: (a) that iswilful neglect or a gross dereliction of duty, as or deliberate abuse of police power; or for of a lawful order. Notwithstanding the other provision of this Article, where two or more employees of the time Board are charged with an offence or made the subject of its disclosure an action, inquiry, hearing, inquest or thereafter becomesroyal commission described paragraphs and through arising out of substantially same the Board limit Its indemnification pursuant to this Article to the reasonable legal costs of ONE solicitor to represent the interest of of them, part including representation at any appeal, UNLESS the solicitor is of the public domain through view that it would be improper for him to so represent of them. If solicitor is to be retained and the are unable to agree on which soticitor, the matter shall be conclusively settled by a source other than the receiving Party; (b) that was known to the receiving Party as designate of the time Board and a designate of its disclosure and was not otherwise the Employees who intend to apply for indemnification under this Article shall notify the Chief Constable or his designate, in writing, days of receiving formal notification charged with a criminal or statutory offence, named defendant in a civil action, or being made subject of a public inquiry, action, or royal commission. Failure to confidentiality obligations; (c) that is independently developed by comply with this paragraph may result in an employee being indemnification. Nothing in this Article shall be interpreted as limiting the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known Chief Constable's or the Police Board's ability discipline any employee of Department. Victoria City Police Officers' Collective WHEREOF parties hereto caused this Letter of 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 executed this 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. AccordinglyNovember, in the event City of a breach Victoria, of Section 15.1 hereofBritish Columbia. Victoria City Police Officers' Association Collective Agreement BETWEEN: (hereinafter referred to as the "Board") AND: THE VICTORIA CITY POLICE SENIOR OFFICER'S ASSOCIATION POLICE BOARD. EM The parties agree, provided the non-breaching Party property and facilities specified in this Letter of Understanding remain available to the from the City of Victoria, that employee parking shall (in addition be provided as followings: Reasonable and adequate space for employee vehicles shall be provided for employees who work on any day between the hours of six o'clock and seven o'clock at City of Victoria property located at the corner of and Pembroke Avenue, adjacent to all other rights the Memorial Arena. Such parking shall be without cost to the employee. Top floor stalls shall be provided for employees who work on any day between the hours of five o'clock and remedies they may have pursuant eight o'clock the City of Victoria parking facility located at Centennial Square adjacent to this Agreement and at law or in equity) be entitled the Police Station. Such packing shall cost to the employee. A written claim of wilful damage to an injunctionemployee's automobile while parked in a location set out in or (2) above submitted by an employee and supported by a police crime report shall be indemnified By mutual agreement of the parties signatory hereto, without the necessity this Letter of posting Understanding may be varied or terminated at any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereoftime.

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 of the disclosing Party’s Confidential Information that the receiving Party is required to be disclosed disclose under Applicable Laws, pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, a court order or other legal process governmental order or at request, or that is necessary to disclose to defend or prosecute litigation relating to the request of a regulatory authority. The Parties acknowledge Products or this Agreement, provided that the existence receiving Party: (a) provides the disclosing Party with prompt notice of such disclosure requirement if legally permitted, (b) if legally permitted, 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 disclosing Party’s 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. 9.3.3. Without limiting the generality A receiving Party may use and disclose Confidential Information of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdingsdisclosing Party in order to seek or obtain patent rights or to Regulatory Authorities in order to seek or obtain approval to conduct clinical trials or to gain or maintain Regulatory Approval with respect to a Product; provided, that such disclosure may be made only to the extent reasonably necessary to seek or obtain such patent rights or approvals. 9.3.4. In the event that PFIZER wishes to assign, pledge or otherwise transfer its rights to receive some or all of the Milestone Payments and Royalties payable hereunder, PFIZER may disclose to a Third Party Confidential Information of LICENSEE in connection with, and which is directly relevant to, any and all such information proposed assignment, provided that PFIZER shall hold such 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 this Agreement. 9.3.5. Upon execution of this Agreement, the Parties shall jointly issue a press release announcing the execution of this Agreement, substantially in the form of Schedule D. Thereafter, LICENSEE may issue press releases with respect to this Agreement and solely for the purposes of the performance of custodial services hereunderactivities and results hereunder consistent with its own internal policies, provided, however, that LICENSEE shall not issue any unauthorized disclosure or misuse of such information (including by BNY Mellon press release that names PFIZER or any of its employees Affiliates without PFIZER’s prior written consent, which cannot be unreasonably withheld or agentsdelayed, or any trading on the basis of such information by anyone unless 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 accordance with 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.9.3.6,

Exceptions. The Parties’ respective obligations under indemnity provided for in Section 15.1 will 7.01(a) ---------- shall not apply extend to any Expense of any Indemnitee to the extent it: (i) is attributable to the willful misconduct or gross negligence of such information: Indemnitee (a) that is, as of the time other than gross negligence or willful misconduct imputed to such person by reason of its disclosure interest in the Aircraft or thereafter becomesany transaction documents); (ii) except to the extent fairly attributable to acts or events occurring prior thereto, part of the public domain through a source is attributable to acts or events (other than the receiving Party; (b) that was known performance by Lessee of its obligations pursuant to the receiving Party as terms of the time Operative Agreements) which occur after the earlier of (i) the return of possession of the Aircraft to the Lessor or its designee in accordance with the Lease and (ii) if the Lessee is not required to return the Aircraft to the Lessor, termination of the Lease and payment by the Lessee of all amounts then required to be paid by the Lessee pursuant to the terms of the Operative Agreements; provided -------- that if the Lease has been terminated pursuant to Section 17 thereof, the indemnity provided in Section 7.01(a) hereof shall survive for so long as Lessor or the Indenture Trustee shall be exercising remedies under such Section 17), and provided further that nothing in this -------- ------- clause (ii) shall be deemed to exclude or limit any claim that any Indemnitee may have under Applicable Law by reason of an Event of Default or for damages from Lessee for breach of Lessee's covenants contained in the Lessee Documents or to release Lessee from any of its disclosure and was obligations under the Lessee Documents that expressly provide for performance after termination of the Term; (iii) other than as expressly provided herein or in the other Operative Agreements, is a Tax or loss of a Tax benefit, whether or 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 Lessee is required to be disclosed indemnify therefor pursuant to applicable lawArticle 6 hereof or pursuant to the Tax Indemnity Agreement; (iv) is a cost or expense expressly required to be paid by such Indemnitee or its permitted transferees (and not by the Lessee) pursuant to this Agreement or any other Operative Agreement and for which the Lessee is not otherwise obligated to reimburse such Indemnitee, rule, regulation, requirement of any law enforcement agency, court order directly or other legal process or at indirectly pursuant to the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required or such other Operative Agreement; (v) is attributable to be publicly disclosed the incorrectness or breach by the Funds pursuant to applicable law. Without limiting the generality such Indemnitee of its representations or warranties, under any of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited Operative Agreements except to the extent such incorrectness or breach was caused by law from making selective public disclosure of information regarding portfolio holdings, that disclosure a breach by Lessee of any and all representation or warranty or by any failure of Lessee to perform any obligation under an Operative Agreement; (vi) is attributable to the failure by such information Indemnitee 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 perform any of its employees or agents, or obligations under any trading on of the basis of Operative Agreements except to the extent such information failure was caused 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 breach by Lessee 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 representation or warranty or by any failure of the Lessee to perform any 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. AccordinglyOperative Agreement; (vii) is, in the event case of the Owner Participant, Lessor's Liens attributable to the Owner Participant; in the case of the Owner Trustee, Lessor's Liens to the extent attributable to the Owner Trustee; in the case of Trust Company, Lessor's Liens to the extent attributable to Trust Company; and in the case of the Indenture Trustee, Indenture Trustee's Liens; (viii) is, in the case of the Owner Participant or the Owner Trustee, attributable to the offer or sale by such Indemnitee of any interest in the Aircraft, the Lessor's Estate or the Trust Agreement or any similar interest (including an offer or sale resulting from bankruptcy or other proceedings for the relief of debtors in which such Indemnitee is the debtor), unless in each case such offer or sale shall occur (a) pursuant to the exercise of remedies under Section 17 of the Lease or (b) pursuant to Section 5(b), 7(b), 7(d), 7(e), 8, 12(b), 13(b) or 14 of the Lease or (c) in connection with any other transfer required by the Operative Agreements; (ix) in the case of the Owner Participant, is an Expense relating to, resulting from, arising out of or in connection with a breach "prohibited transaction" within the meaning of Section 15.1 hereof406 of ERISA or Section 4975(c)(1) of the Code resulting from the direct or indirect use of assets of any ERISA Plan to acquire or hold Owner Participant's interest in the Trust Estate or in the case of any transferee of the Owner Participant referred to in Section 5.01(c), to purchase the non-breaching Party shall (in addition to all other rights and remedies they may have Beneficial Interest pursuant to this Agreement and at law Section 5.01(c); (x) except during the continuation of an Event of Default, is attributable to any amendment to any of the Operative Agreements which is not requested, or in equity) be entitled consented to, by the Lessee or is not required or made pursuant to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, terms of any information in violation of Section 15.1 hereofthe Operative Agreements or Pass- Through Documents; (xi) is attributable to the exercise by any Indemnitee of any right to inspect the Aircraft except with respect to any such inspection conducted while an Event of Default is continuing; and (xii) constitutes the loss of future profits of such Indemnitee or losses attributable to such Indemnitee's overhead.

Exceptions. The Parties’ respective obligations under Section 15.1 will provisions of Article 10.1 hereof shall 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 prior to the disclosure by the disclosing Party as demonstrated by written records of the time receiving Party; (b) has entered the public domain without such Party’s breach of its disclosure and was not otherwise subject any obligation owed to confidentiality obligations; the disclosing Party; (c) that is permitted to be disclosed by the prior written consent of the disclosing Party; (d) has become known to the receiving Party from a source other than the disclosing Party, other than by breach of any obligation of confidentiality owed to the disclosing Party by contract or otherwise, as evidence by written records of the receiving Party; (e) is independently developed by the receiving Party without reference to such informationbreach of this Agreement as proven by written evidence of the receiving Party; or (df) 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 the receiving Party to applicable lawcomply with Applicable Laws or the order of court of competent jurisdiction, ruleto defend or prosecute litigation arising under this Agreement, regulationor otherwise to comply with its obligations, requirement or enforce its rights, under this Agreement, in each case, provided that the receiving Party provides prior written notice of such disclosure to the disclosing Party in sufficient time to permit the respective Party to object and to take certain precautions (for example, filing of Patents or filing of a protective order), if the respective Party so desires. The receiving Party shall use Commercially Reasonable Best Efforts to take any and all reasonable and lawful actions to avoid or minimize the degree of any law enforcement agency, court order or other legal process or at the request of a regulatory authoritysuch disclosure. The Parties acknowledge will co-operate in interposing an objection to such requirement or in seeking appropriate limitations or protections in connection therewith. In addition, nothing in this provision will prevent either of the Parties from issuing statements that the existence and terms of this Agreement are required such Party reasonably determines to be publicly disclosed necessary to comply with Applicable Law (including the disclosure requirements of any stock exchange on which securities issued by such Party are traded); provided that, to the Funds pursuant to applicable law. Without limiting extent practicable under the generality circumstances, such Party shall provide the other Party with a copy of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure proposed text 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 statements sufficiently in Section 15.1 hereof and solely for the purposes advance of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of scheduled release thereof to afford such information (including by BNY Mellon or any of its employees or agents, or any trading on other Party a reasonable opportunity to review and comment upon 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 hereofproposed text.

Exceptions. The Parties’ respective obligations under Section 15.1 will of confidentiality set forth in section 7.1 of this Agreement shall not apply to any information to the extent that 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 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 independently developed by disclosed to the receiving Party without reference to such informationparty by another person not in violation of the rights of the disclosing party; or (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to disclosed by the disclosing party to a Third Party or free of any obligation of confidentiality; or (e) that such Confidential Information is required to be disclosed pursuant by law; provided, however, in such event, the party required to applicable law, rule, regulation, make such disclosure shall inform the disclosing party of such requirement of any law enforcement agency, court order or other legal process or prior to disclosure and reasonably assist the disclosing party (at the request disclosing party's expense) in taking whatever reasonable steps are available to maintain the confidentiality of a regulatory authority. The Parties acknowledge that such information; or (f) to the existence and terms of this Agreement are required extent the receiving party needs 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 a relevant regulatory authority in order to support its legitimate business interests it may do so, provided that, in such event, the conditions of confidentiality set forth in Section 15.1 hereof and solely for receiving party shall inform the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse disclosing party of such information requirement prior to disclosure and reasonably assist the disclosing party (including by BNY Mellon or any of its employees or agents, or any trading on at the basis of such information by anyone disclosing party's expense) in receipt taking whatever reasonable steps are available to maintain the confidentiality of such information; or [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES (g) Biomira may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securitiesdisclose Know-How, but only to the extent that access it is necessary to and use of any and all disclose such information shall be restricted as described in Section 15.1 hereofKnow-How, 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 that such disclosure is 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 permitted sublicensees hereunder, to restrain disclosure any Fill and Finish Manufacturer or misuse, to any Third Party of the type referred to in whole sections 5.3 and 10.2(c) of the Supply Agreement; or (h) is submitted to governmental agencies as necessary to facilitate the issuance of marketing or other approvals required by Biomira and/or its sublicensees in part, of any information in violation of Section 15.1 hereofconnection with its products.

Exceptions. The Parties’ respective obligations under Notwithstanding Section 15.1 will not apply to 7.03(a), at 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 prior to the receiving Acceptance Time: (i) the Company, directly or indirectly through advisors, agents or other intermediaries, may in response to a bona fide written Acquisition Proposal that did not result from a breach of Section 7.03(a) and that the Board of Directors reasonably determines, in good faith, after consultation with outside counsel and its financial advisor, constitutes or would reasonably be expected to lead to a Superior Proposal and the failure to take such action would be reasonably likely to be inconsistent with its fiduciary duties under Applicable Law, (A) engage in negotiations or discussions with any Third Party as of the time of and its disclosure Representatives regarding such an Acquisition Proposal and was not otherwise subject to confidentiality obligations; (cB) that is independently developed by the receiving Party without reference furnish to such Third Party (or its Representatives) making such an Acquisition Proposal information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation , including 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 Subsidiaries and afford access to the business, properties, assets, books or agents, records of the Company or any trading on of its Subsidiaries pursuant to a confidentiality agreement containing terms that are not less restrictive in any non de minimis respect to the basis of other party than those contained in the Confidentiality Agreement (it being understood and agreed that such information by anyone in receipt of such information) may constitute confidentiality agreement need not contain a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, standstill provision); provided 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 extent that such information has not been previously provided or made available to Parent) is provided or made available to Parent, as the case may be, prior to or substantially concurrently with the time it is provided or made available to such Third Party; (ii) subject to compliance with Section 7.03(e), for which money damages will the Board of Directors may, (A) in response to a bona fide written Acquisition Proposal that did not provide an adequate remedy. Accordingly, in the event of result from a breach of Section 15.1 hereof7.03(a) and that the Board of Directors has determined, the non-breaching Party shall (in addition to all other rights after consultation with its outside legal counsel and remedies they may have financial advisor, constitutes a Superior Proposal, make an Adverse Recommendation Change or terminate this Agreement pursuant to this Agreement and at law in accordance with Section 11.01(d)(i) in order to enter into a definitive agreement for such Superior Proposal, or (B) in equity) be entitled response to an injunctionIntervening Event (and not in response to an Acquisition Proposal), without the necessity of posting any bond or surety, to restrain disclosure or misusemake an Adverse Recommendation Change, in whole or each case referred to in partthe foregoing clauses (A) and (B), only if the Board of any information Directors determines in violation of Section 15.1 hereofgood faith, after consultation with outside legal counsel and its independent financial advisor, that the failure to take such action would be reasonably likely to be inconsistent with its fiduciary duties under Applicable Law.

Exceptions. The Parties’ respective obligations under Section 15.1 will not apply Notwithstanding anything contained in this Agreement to the contrary but subject to compliance with the rest of this ‎Section 6.04, at any such information: (a) that is, as time prior to receipt of the time Company Stockholder Approval, in the event the Company receives an unsolicited Acquisition Proposal which did not result from a breach of this ‎Section 6.04: (i) if the Board of Directors determines, after consultation with its disclosure or thereafter becomesoutside legal counsel and financial advisors, part of the public domain through that (1) a source other than the receiving Party; (b) bona fide unsolicited Acquisition Proposal that was known received from a Third Party and did not result from a breach of ‎Section 6.04 constitutes, or would reasonably be expected to lead to, a Superior Proposal and (2) failure to engage in negotiations or discussions with such Third Party with respect thereto would be reasonably likely to be inconsistent with its fiduciary duties then the Company, directly or indirectly through its Subsidiaries or Representatives, may (A) engage in negotiations or discussions with such Third Party and its Representatives, and (B) furnish to such Third Party or its Representatives nonpublic information relating 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 Company or any of its employees Subsidiaries and afford access to the business, properties, assets, books or agents, records of the Company or any trading on of its Subsidiaries pursuant to a confidentiality agreement no less favorable in any material respect to the basis Company than the Confidentiality Agreement, except that such confidentiality agreement need not include a standstill provision or prohibit the submission of any Acquisition Proposals or amendments thereto (an “Acceptable Confidentiality Agreement”); provided that, to the extent that any nonpublic information relating to the Company or its Subsidiaries is provided to any such Third Party, such nonpublic information by anyone is provided or made available to Parent promptly (and in any event within 24 hours) thereafter; and (ii) subject to compliance with ‎Section 6.04(d), the Board of Directors may, (A) in response to its 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 bona fide unsolicited written Acquisition Proposal which did 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 result from a breach of Section 15.1 hereofthis ‎Section 6.04 and that the Board of Directors has determined in good faith, after consultation with its outside legal counsel and financial advisor, constitutes a Superior Proposal, make an Adverse Recommendation Change or terminate this Agreement pursuant to and in accordance with ‎Section 10.01(d)(i) in order to enter into a definitive agreement for a Superior Proposal, or (B) in response to an Intervening Event, make an Adverse Recommendation Change (solely pursuant to clause (A) thereof), if and only if, in each case, the non-breaching Party Board of Directors determines in good faith, after consultation with its outside legal counsel and financial advisors, that the failure to take such action would be reasonably likely to be inconsistent with its fiduciary duties. In addition, nothing contained herein shall prevent the Company or the Board of Directors (or any committee thereof) from (A) taking and disclosing to the Company’s stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the 1934 Act (or any similar communication to stockholders in addition connection with the making or amendment of a tender offer or exchange offer) or from making any legally required disclosure to all other rights and remedies they may have pursuant stockholders with regard to the transactions contemplated by this Agreement or an Acquisition Proposal (provided that neither the Company nor the Board of Directors may recommend any Acquisition Proposal unless permitted by this ‎Section 6.04, (B) issuing a “stop, look and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain listen” disclosure or misusesimilar communication of the type contemplated by Rule 14d-9(f) under the 1934 Act or (C) contacting and engaging in discussions with any Person who has made an Acquisition Proposal that was not solicited, in whole and did not otherwise result from a breach of, this ‎Section 6.04 solely for the purpose of clarifying the terms of such offer or in part, proposal or informing such Third Party of any information in violation of Section 15.1 hereofthe restrictions imposed by this ‎Section 6.04.

Exceptions. The Parties’ respective obligations under Section 15.1 will not apply Any party (including Ally Financial) may disclose information referred to any such information: in Clause 10.1 (including by way of press or public announcement or the issue of a circular) which would otherwise be confidential if and to the extent that the disclosure is: (a) approved by the other parties in writing in advance and, in the case of an announcement, the parties hereby acknowledge that isthey shall agree in good faith in good time before Completion an announcement to contain, as of a minimum, the time of its disclosure or thereafter becomes, part of fact that the public domain through a source other than CCPH Group has been sold by the receiving Party; Seller to the Buyer; (b) that was known to required by the receiving Party as law of the time any relevant jurisdiction or by a court of its disclosure and was not otherwise subject to confidentiality obligations; competent jurisdiction; (c) that is independently developed lawfully required by the receiving Party without reference rules of any securities or investment exchange or regulatory or governmental body to such information; which any party (including Ally Financial) is subject, including the London Stock Exchange, NASDAQ, the UK Listing Authority or the Takeover Panel, whether or not the requirement for disclosure has the force of law; (d) required to vest in that is subsequently learned from a third party not known to be under a confidentiality obligation to (including Ally Financial) the disclosing Party or full benefit of this Agreement; (e) made to the professional advisers, auditors or bankers of that is required to be disclosed pursuant to applicable law, rule, regulation, requirement party (including Ally Financial) or of any law enforcement agency, court order other member of the Seller's Group from time to time (in the case of the Seller) or of any other legal process or at member of the request Buyer's Group (in the case of a regulatory authority. The Parties acknowledge the Buyer) subject to the condition that the existence and terms party making the disclosure shall procure that those persons comply with Clause 10.1 as if they were parties to this Agreement; (f) made to the officers or employees of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality that party (including Ally Financial) or of any other member of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law Seller's Group from making selective public disclosure time to time (in the case of information regarding portfolio holdings, that disclosure the Seller) or of any and all such other member of the Buyer's Group (in the case of the Buyer) who need to know the 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 transactions effected or contemplated by this Agreement subject to the condition that the party making the disclosure shall procure that those persons comply with Clause 10.1 as if they were parties to this Agreement; or (g) of custodial services hereunderinformation that has already come into the public domain through no fault of that party (including Ally Financial), provided that any unauthorized disclosure information disclosed pursuant to Clause 10.2 (b) 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 informationc) 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 disclosed only financial damage, but irreparable harm after notice to the other Party, for which money damages will parties (save where such notice is prohibited by law or where it is not provide an adequate remedy. Accordingly, in reasonably practicable to give such notice or where disclosure is made pursuant to the event terms of a breach confidentiality agreement) and the disclosing party shall take reasonable steps to consult and co-operate with the other parties (including Ally Financial) regarding the content, timing and manner of Section 15.1 hereof, the non-breaching Party that disclosure and shall (in addition only disclose what it is lawfully required 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 hereofdisclose.

Exceptions. The Parties’ respective obligations under Section 15.1 and restrictions imposed by this Agreement will not apply to any such informationConfidential Information that the receiving party can establish by competent evidence acceptable under applicable law and as deemed appropriate by the competent court: (a) that is, as of the time of its disclosure or thereafter becomes, part of the public domain through a source other than is already known to the receiving Partyparty prior to the disclosing party’s disclosure; (b) that was known to is or becomes publicly available through no fault of the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligationsparty; (c) that is obtained by the receiving party from a third party; or (d) is independently developed by the receiving Party party without use of or reference to any Confidential Information. Notwithstanding the foregoing, (i) any Confidential Information shall not be deemed to be within the foregoing exceptions merely because such information is embraced by more general information in the public domain or in the possession of the receiving party, and (ii) any combination of features shall not be deemed to be within the foregoing exceptions merely because individual features are in the public domain or in the possession of the receiving party, but only if the combination itself and its principle of operation are in the public domain or in the possession of the receiving party. Notwithstanding anything contained in this Agreement, other than in the case of an External Demand (as defined below), the receiving party may disclose either the fact that discussions or negotiations are taking place concerning the Purpose or any of the terms, conditions or other facts with respect to the Purpose, including the status thereof or that Confidential Information has been made available to the receiving party (such information; , “Transaction Information”) if but only if (di) that such disclosure is subsequently learned required under applicable securities or antitrust laws or under applicable stock exchange rules as determined based on advice of legal counsel and (ii) such disclosure requirement does not arise from a third breach of this Agreement. In the event the receiving party not known receives a request or is required by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process or pursuant to be under a confidentiality obligation formal request from a regulatory examiner (any such requested or required disclosure, an “External Demand”) to disclose all or any part of the Confidential Information of the disclosing party or the Transaction Information, the receiving party shall (1) immediately notify the disclosing party of the existence, terms and circumstances surrounding such External Demand, (2) consult with the disclosing party on the advisability of taking legally available steps to resist or narrow such request or disclosure, and (3) assist the disclosing party, at the disclosing party’s expense, in seeking a protective order or other appropriate remedy to the extent available under the circumstances. In the event that such protective order or other remedy is not obtained or that the disclosing Party party waives compliance with the provisions hereof, (x) the receiving party may disclose only that portion of the Confidential Information or (e) that Transaction Information which the receiving party is advised by counsel is legally required to be disclosed pursuant and to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at only those persons to whom the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement receiving party is advised by counsel are legally required to receive such information, and the receiving party shall exercise commercially reasonable efforts to obtain assurance that confidential treatment will be publicly disclosed accorded such Confidential Information or Transaction Information, and (y) the receiving party shall not be liable for such disclosure, unless such disclosure was caused by or resulted from a previous disclosure by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited receiving party not permitted 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 hereofAgreement.

Exceptions. ‌ The Parties’ respective obligations under consent required by Section 15.1 will 19.1 shall not apply to any such information: a disclosure: (a) to an Affiliate, advisor, auditor, consultant, contractor or subcontractor that is, as of has a bona fide need to be informed; (b) to any third Person to whom the time disclosing Participant contemplates a Transfer of its disclosure interest in or thereafter becomesto this Agreement, the Joint Venture, its Participating Interest or the Joint Venture Property and to whom the disclosing Participant is permitted to make a Transfer under Section 15.4; (c) which, through no fault of either Participant, has become publicly disclosed or 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; domain; (d) to a governmental agency or to the public (including public filing on SEDAR at ▇▇▇.▇▇▇▇▇.▇▇▇) which the disclosing Participant believes in good faith is required or desirable by pertinent law or regulation or the rules of any stock exchange; (e) if required in connection with legal proceedings or arbitration relating to this Agreement or for the purpose of advising a Participant or the Operator in relation to legal proceedings or arbitration; or (f) to a banker or other financial institution considering the provision of or, which has provided financial accommodation to, a Participant or an Affiliate of a Participant or to a trustee, representative or agent or such a banker or financial institution, provided that, in the case of disclosure pursuant to Sections 19.2(b) or 19.2(f), a confidentiality undertaking must be executed that is subsequently learned from must be in a prior agreed form satisfactory to the non- disclosing Party, acting reasonably, which form may be redacted to protect the identity of such third Person, banker or other financial institution. Such confidentiality undertaking must (i) contain a third party not known to be under a confidentiality obligation to beneficiary clause or otherwise provide that it is in favour of the non- disclosing Party hereunder, and (ii) must permit disclosure of its terms by the disclosing Party or to such non-disclosing Party. The disclosing Party must (ei) that is advise the non-disclosing Party if it executes a confidentiality undertaking and provide Notice when the disclosure commences and when the disclosure ceases under such confidentiality undertaking (without being required to be disclosed pursuant to applicable lawprovide names of the third Person, rulebanker or other financial institution), regulation, requirement and (ii) must strictly enforce any confidentiality undertaking and advise the non-disclosing Party of any law enforcement agency, court order or other legal process or at the request of a regulatory authoritybreach thereof. 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 If there 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 hereofa confidentiality undertaking, the disclosing Party is obligated to provide a copy of the confidentiality undertaking to 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.

Exceptions. The Parties’ respective Notwithstanding the foregoing, the confidentiality obligations under Section 15.1 will herein shall not apply to any such information: Confidential Information received by a party (a"Receiving Party") that is, as which falls into any of the time of its disclosure or thereafter becomes, part following categories: A. Confidential Information of the public domain through a source other than HOSPITAL which Synbiotics needs to disclose to third parties as necessary for making, using, offering for sale, selling and importing LICENSED PRODUCTS, Any such disclosure shall be pursuant to confidentiality obligations obtained from the receiving Party; (b) that was known third party, such confidentiality obligations being acceptable to the receiving Party HOSPITAL and obtained prior to any disclosure. B. The HOSPITAL may disclose this Agreement as necessary for it to comply with existing provisions and obligations, including but not limited to most favored nations provisions, in its existing license agreements for the LICENSED PATENTS. C. Synbiotics may disclose portions of this Agreement to the extent strictly necessary for it to comply with its reporting obligations as a public company. D. Either party may disclose portions of this Agreement as necessary for either party to comply with a valid Court Order (provided that the party requested to disclose shall give the nondisclosing party as much notice as practicable of the time potential court order so as to allow it the opportunity to resist, in its own or the disclosing party's name, if necessary, the imposition of its disclosure and was not otherwise subject the order). E. Information which becomes generally available to confidentiality obligations; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a public through no breach of this Agreement or third party not known to be under a confidentiality obligation to obligations which may arise consistent with this Agreement; F. Information which is published or disclosed consistent with 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 by a party, its employees, or agents to be publicly the general public (including, but not limited to, publication in trade or academic journals, or similar events open to the general academic or trade community); G. Information which is disclosed to the Receiving Party by a third party having the lawful right to disclose same, without direct or indirect obligation of confidentiality to the Disclosing Party, or its consultants or agents; H. Information which is disclosed by the Funds pursuant Receiving Party to applicable law. Without limiting the generality a government agency to comply with statutory requirements for market approval, clinical trials, certification, manufacture and/or distribution 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 PartyLICENSED PRODUCTS, for which money damages will not provide an adequate remedy. Accordinglythe ReceiVing Party is unable to lawfully secure confidentiality; or I. Information which is approved for release by the Disclosing Party, in and then only to 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 hereofextent such written approval is granted.

Exceptions. (a) The Parties’ respective obligations under consent required by Section 15.1 will 16.2(a) shall not apply to a disclosure of Business Information: (i) to any such information: (a) that is, as of the time of its disclosure Affiliates 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 Representatives 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 Member (including by BNY Mellon or any of its employees or agentsAffiliates) that has a bona fide need to be informed; provided that disclosure of Business Information to, or any trading on discussion with respect to Business Information by any Member, with Glencore shall be deemed to be for bona fide purposes in accordance with the basis foregoing sentence; (ii) subject to the restrictions in Article 14, to any Third Party to whom the disclosing Member bona fide contemplates a Transfer of all, but not less than all, of its Offered Interest, including by way of Indirect Transfer; (iii) to any bona fide Lenders or other financing sources who have entered into a confidentiality agreement with the disclosing Member that contains provisions substantially similar to and no less stringent than those contained in Section 16.2(a); (iv) to a Governmental Authority responsible for the administration and calculation of Taxes, where the disclosing Member determines, acting reasonably, that such disclosure is necessary and appropriate to facilitate discussions related to Tax matters affecting such disclosing Member; or (v) by the Management Team or the Company which is reasonably necessary for the Management Team or the Company, as the case may be, to carry out its responsibilities under this Agreement. (b) In the case of a disclosure pursuant to Section 16.4(a)(i), the disclosing Member shall advise the relevant Affiliates and Representatives of the confidential nature of such information by anyone in receipt Business Information. In any case to which any of such informationSections 16.4(a)(ii), 16.4(a)(iii) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities16.4(a)(iv) are applicable, that access the disclosing Member shall: (i) give not less than 48 hours prior notice 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 the other Parties of the obligation hereunder intended disclosure; (ii) only disclose such Business Information as such Third Party or Lender, as the case may be, shall have a legitimate business need to know or, in the case of Section 16.4(a)(iv), shall only disclose such Business Information as such disclosing Member determines, acting reasonably, is appropriate to disclose in the particular circumstances and under applicable law to prevent unauthorized the disclosure of which will not prejudice the interests of the non-disclosing Members or the Company with any Governmental Authority; (iii) inform such Confidential Information. The Parties acknowledge Third Party, Lender or Governmental Authority, as the case may be, of the disclosing Member's obligations hereunder; (iv) ensure that such Third Party or ▇▇▇▇▇▇, as the case may be, agrees in writing in favor of the disclosing Member to protect such Business Information from further disclosure to the same extent as such Member is obligated under this Article 16; and (v) be liable to the Company and agree that the non-disclosing Members for any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other provisions of this Article 16 by such Third Party, for which money damages will not provide an adequate remedy. AccordinglyLender or Governmental Authority, in as the event of a case may be, as if it had committed the 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 hereofsuch provisions itself.

Exceptions. The Parties’ respective obligations of non-disclosure and non-use under Section 15.1 will 6.A shall not apply to any Confidential Information of a disclosing Party if the receiving Party can prove by contemporaneous written documentation or otherwise reasonably demonstrate that such informationConfidential Information: (a1) that is, as of is at the time of its disclosure receipt, or thereafter becomes, part through no breach of the public domain through a source other than this Agreement by the receiving Party, generally known or publicly available; (b2) that was is known by the receiving Party at the time of receiving such Confidential Information; (3) is hereafter furnished to the receiving Party as of the time of its disclosure and was not otherwise subject by a Third Party, which is not, to confidentiality obligations; (c) that is independently developed by the receiving Party without reference Party’s reasonable knowledge, in breach of any confidentiality obligation related to such information; (d4) is independently discovered or developed (in the case of the Company, without the practice of the licenses granted hereunder or reference to the AMYRIS Licensed IP or the Confidential Information of AMYRIS, and without use of Confidential Information of AMYRIS under the Collaboration Agreement and without violation of any agreement between AMYRIS and any of its Affiliates, on the one hand, and TOTAL or any of its Affiliates, on the other hand), (5) is the subject of a written permission to disclose provided by the disclosing Party; or (6) is disclosed pursuant to any ruling of a governmental or regulatory authority or court or by mandatory law, provided that written notice of such ruling is subsequently learned from a third party not known to be under a confidentiality obligation given, as soon as reasonably possible, to the disclosing Party so as to give the disclosing Party an opportunity to intervene and provided further that the receiving Party uses reasonable efforts to obtain assurance that the Confidential Information shall be treated confidentially. In addition, each Party may disclose Confidential Information of the other Party to the extent such disclosure is reasonably necessary in the following instances: (i) filing or prosecuting Patents as permitted by this Agreement; (eii) that is regulatory filings for products to which such Party has a license or a right to develop hereunder; (iii) prosecuting or defending litigation as permitted by or relating to this Agreement; (iv) otherwise required to be disclosed pursuant to applicable law, rule, regulation, requirement by law or the requirements of any law enforcement agency, court order a national securities exchange or other legal process or similar regulatory body; provided that the receiving Party shall (a) provide the disclosing Party with reasonable advance notice of, and an opportunity to comment on, any such required disclosure, to the extent such advance notice is legally permitted, (b) if requested by the disclosing Party, and at the request of a regulatory authority. The Parties acknowledge that disclosing Party’s expense, seek confidential treatment with respect to any such disclosure to the existence extent available, and terms of this Agreement are required (c) use good faith efforts to be publicly disclosed by incorporate the Funds pursuant to applicable law. Without limiting the generality comments of the preceding paragraphsdisclosing Party in any such disclosure or request for confidential treatment; (v) complying with applicable Legal Requirements or governmental requests; (vi) disclosure to its Affiliates, BNY Mellon acknowledges licensees, sublicensees and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdingsSubcontractors and their respective representatives, that disclosure of any and all who reasonably need to know such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely Confidential Information for the purposes purpose of performing the performance of custodial services hereunder, that any unauthorized disclosure obligations or misuse of such information (including by BNY Mellon 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 license rights as described in this Agreement and internal reporting to its Affiliates, provided, in each case, each Party shall be responsible for ensuring that all such representatives to whom the Confidential Information is disclosed under this Agreement shall keep such information confidential and shall not disclose the same to any unauthorized person; or (vii) to underwriters or investors or potential investors or their counsel or accountants in connection with a Monetization (as defined in Section 15.1 hereof13.6 of the Collaboration Agreement) or other investment transaction (and to its and their respective Affiliates, Representatives and financing sources); provided, however, that each such Third Party to whom information is disclosed will (a) be subject to obligations of confidentiality substantially similar hereunder, (b) be informed of the confidential nature of the Confidential Information so disclosed, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law (c) agree to prevent unauthorized disclosure of hold such Confidential Information. The Parties acknowledge and agree Information subject to the terms thereof; provided, that any breach of Section 15.1 hereof would cause the disclosure rights shall not only financial damage, but irreparable harm apply with respect 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’s intellectual property.

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 Seller 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). (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 Packaged 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 Seller can demonstrate that the value of trading on the Packaged 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 Seller 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 dollars ($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 thirty five million dollar ($35,000,000) amount has been met, only claims meeting the foregoing seven million five hundred thousand dollar ($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 Seller 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 Seller 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 Seller an amount equal to three (3) times the reasonable costs and expenses the Seller 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 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 *** 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. 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 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 Section 15.1 will restrictions in Clause 17.1 above shall not apply to any such information: if the information or knowledge concerned: (a) that is, as of the time of its disclosure or thereafter becomes, part of the has become public domain through a source knowledge other than as a result of unauthorised disclosure by the receiving Party; Parties; (b) that was known to has been disclosed in the receiving Party as proper performance of the time of its disclosure and was not otherwise subject relevant Party’s obligations under or consequent to confidentiality obligations; this Agreement; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned received from a third party not known to be under a without any duty of confidentiality obligation to in relation thereto; (d) is already in the disclosing possession of the relevant Party or before negotiations commenced between the Parties; (e) is developed or prepared by the relevant Party independently of information received after negotiations commenced between the Parties; (f) is disclosed by the relevant Party to its Subsidiaries or Affiliates or the investors of funds managed by such Party for internal reporting purposes provided that such Subsidiaries or Affiliates or such investors (as the case may be) shall have undertaken to comply with the confidentiality obligations hereto; (g) is otherwise required to be disclosed by law or any regulatory authority or any court properly exercising jurisdiction over the relevant Party, in connection with the Proposed IPO and Listing and to such professional parties involved in the Proposed IPO and Listing or otherwise, or in accordance with the best accounting practice in the accounts of the relevant Party, provided that, if any Party is required to make a disclosure by reason of this Clause 17.2(g), it shall, to the extent reasonably possible, supply a copy of the contents of any such disclosure to the other Party prior to the making of such disclosure, failing which it shall do so as soon as is reasonably practicable after the malting of such disclosure. In this connection, the Investors hereby agrees to provide the Company with information that is required to be disclosed pursuant in relation 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 aforesaid and hereby consents to the existence use 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, public documents for the non-breaching Party shall Proposed IPO and Listing or where required; or (h) is disclosed to potential investors contemplating to invest in addition to all other rights and remedies they may have pursuant to this Agreement and at law the Company 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 hereofListco.

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 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. The Parties’ respective obligations under Notwithstanding Section 15.1 will not apply 10.1, the Receiving Party may disclose Confidential Information as expressly permitted by this Agreement or if and to any the extent such information: disclosure is reasonably necessary in the following instances: (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, government requirement and/or court order, provided, that the Receiving Party promptly notifies the Disclosing Party of its notice of any law enforcement agency, court such requirement and provides the Disclosing 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 Agreement; (b) filing or prosecuting Patents within the Licensed IP as permitted by this Agreement; (c) in the case of Curis, as necessary or desirable for securing any regulatory approvals, including pricing approvals, for any Licensed Products, provided that, Curis shall take all reasonable steps to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality limit disclosure of the preceding paragraphsConfidential Information outside such regulatory agency and to otherwise maintain the confidentiality of the Confidential Information; (d) taking any lawful action that it deems necessary to enforce its rights under this Agreement; (e) to the extent necessary, BNY Mellon acknowledges to its Affiliates, Sublicensees (in the case of Curis), directors, officers, employees, consultants, vendors 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 clinicians under the conditions written agreements of confidentiality at least as restrictive on those set forth in Section 15.1 hereof this Agreement, who have a need to know such information in connection with such Party performing its obligations or exercising its rights under this Agreement; (f) disclosure to Third Parties in connection with due diligence or similar investigations by such Third Parties, and solely for the purposes of the performance of custodial services hereunderdisclosure to potential Third Party investors in confidential financing documents, provided, in each case, that (i) any unauthorized such Third Party agrees to be bound by reasonable obligations of confidentiality and non-use limited to use reasonably necessary to inform an investment decision by such Third Party and (ii) the Receiving Party limits such disclosure or misuse of to Confidential Information that is reasonably necessary to inform an investment decision by such information Third Party; and (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 informationg) 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 Receiving Party’s attorneys, for which money damages will not provide an adequate remedy. Accordingly, in advisors or investors on a need to know basis under circumstances that reasonably ensure 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 hereofconfidentiality thereof.

Exceptions. The Parties’ respective obligations under Section 15.1 will Confidential and Proprietary Information does not apply to include any such informationinformation that: (ai) that is, as of at the time of its disclosure is generally known to, or thereafter becomesreadily ascertainable by, part of the public domain through a source other than the receiving Partypublic; (bii) that was becomes known to the receiving Party as public through no fault of the time Executive or other violation of its disclosure and was not otherwise subject to confidentiality obligationsthis Agreement; (ciii) that is independently developed disclosed to Executive by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known under no obligation to Executive’s knowledge to maintain the confidentiality of the information; and/or (iv) is disclosed to Executive’s spouse, attorney and/or Executive’s personal tax and financial advisors as reasonably necessary or appropriate to advance Executive’s tax, financial and other personal planning (each an “Exempt Person”), provided, however, that any disclosure or use of any Confidential and Proprietary Information by an Exempt Person shall be deemed to be under a confidentiality obligation to breach of this Section ‎5 by Executive. Confidential and Proprietary Information also does not include any information (i) the disclosing Party disclosure or use of which is required or appropriate in connection with Executive’s work as an employee of the Company, consistent with Company policies, and/or (eii) that is required to be disclosed pursuant to a court of law, to any governmental agency having supervisory authority over the business of the Company or to any administrative or legislative body (including a committee thereof) with apparent jurisdiction to order Executive to divulge, disclose or make accessible such information, provided that, subject to applicable law, ruleExecutive is required to disclose such information by law, regulation, requirement provided that Executive (x) notifies the Company 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 such obligation, (y) gives the Company prompt notice to seek a protective or similar order to prevent or limit such disclosure, and (z) only discloses that information actually required to be publicly disclosed by disclosed. Notwithstanding anything herein to the Funds pursuant contrary, nothing in this Agreement will be construed to applicable lawprohibit Executive, without notifying the Company or receiving prior authorization from the Company, from (A) filing a charge or complaint with, participating in an investigation or proceeding conducted by, or reporting possible violations of law or regulation to any federal, state or local government agency, (B) initiating communications directly with, responding to any inquiries from, providing testimony before, providing confidential information to, reporting possible violations of law or regulation to, or from filing a claim or assisting with an investigation directly with a self-regulatory authority or a government agency or entity, including the U.S. Securities and Exchange Commission, or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation or (C) truthfully testifying in a legal proceeding or responding to or complying with a subpoena, court order, or other legal process. Without limiting the generality of The protections contained in the preceding paragraphssentence apply to prior, BNY Mellon acknowledges current 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 hereoffuture conduct.

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 obligations under Section 15.1 Notwithstanding the foregoing, Confidential Information will not apply to any such informationinclude information that: (a) that iswas already known by the Receiving Party, other than under an obligation of confidentiality to the Disclosing Party or any third party, at the time of disclosure hereunder, as evidenced by the Receiving Party's tangible (including written or electronic) records in existence at such time; (b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the Receiving Party hereunder; (c) became generally available to the public or thereafter becomes, otherwise part of the public domain after its disclosure other than through a source any act or omission of the Receiving Party in breach of this Agreement; (d) was subsequently lawfully disclosed to the Receiving Party by an Entity or person 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 any duty of confidentiality obligationswith respect thereto; or (ce) that is independently was 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 Confidential Information disclosed by the Funds pursuant Disclosing Party, as evidenced by the Receiving Party's tangible (including written or electronic) records in existence at such time. Further, and notwithstanding Section 15.1 above or any other provision of this Agreement, to applicable law. Without limiting the generality of extent any information or materials disclosed by either Party to the preceding paragraphsother Party under this Agreement constitute Assigned Technology (as defined in the IP Assignment Agreement) or Retained Technology (as defined in the IP License Agreement), BNY Mellon acknowledges the Parties’ respective obligations with respect to the use 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 or materials shall be governed by the conditions of confidentiality provisions set forth in the IP License Agreement (and not this Agreement), and the confidentiality provisions set forth in this Agreement (including in this Section 15.1 hereof and solely for ) shall not govern the purposes of the performance of custodial services hereunder, that any unauthorized use or disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on materials. [*] Certain information in this document has been omitted and filed separately 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 Securities 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 Exchange Commission. Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm treatment has been requested with respect 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 hereofomitted portions.

Exceptions. The Parties’ respective obligations Any other provision herein to the contrary notwithstanding, the Company shall not be obligated under the Agreement to indemnify Indemnitee: i. For Losses incurred in connection with Proceedings initiated or brought voluntarily by the Indemnitee and not by way of compulsory counterclaim, except (x) as contemplated by Section 15.1 will 3(b), (y) in specific cases if the Board has approved the initiation or bringing of such Proceeding, and (z) as may be required by law. ii. For an accounting of profits arising from the purchase and sale by the Indemnitee of securities within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or any similar successor statute. iii. For remuneration paid to Indemnitee if it is determined by final judgment or other final adjudication that such remuneration was in violation of law (and, in this respect, both the Company and Indemnitee have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication, as indicated in Section 3(e)(vi) below). iv. For a final judgment or other final adjudication that Indemnitee’s conduct was in bad faith, knowingly fraudulent or deliberately dishonest or constituted willful misconduct (but only to the extent of such specific determination). v. For conduct constituting a breach of Indemnitee’s duty of loyalty to the Company or resulting in any personal profit or advantage to which Indemnitee is not apply legally entitled. vi. In violation of any undertaking appearing in and required by the rules and regulations promulgated under the Securities Act of 1933, as amended (the “Act”), or in any registration statement filed with the SEC under the Act (Indemnitee acknowledges that paragraph (h) of Item 512 of Regulation S-K currently generally requires the Company to undertake in connection with any registration statement filed under the Act to submit the issue of the enforceability of Indemnitee’s rights under this Agreement in connection with any liability under the Act on public policy grounds to a court of appropriate jurisdiction and to be governed by any final adjudication of such issue. Indemnitee specifically agrees that any such information: (a) that is, as of undertaking shall supersede 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 provisions of this Agreement are required and to be publicly disclosed bound by the Funds pursuant to applicable lawany such undertaking). vii. Without limiting the generality On account of any reimbursement of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited Company by law from making selective public disclosure of information regarding portfolio holdings, that disclosure Indemnitee of any and all such information to BNY Mellon hereunder is made strictly bonus or other incentive-based or equity-based compensation under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes any bona fide clawback policy of the performance of custodial services hereunderCompany or as otherwise required under federal securities laws, 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 but not only financial damage, but irreparable harm limited to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act. viii. For any amounts which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other Partyindemnity provision, for which money damages will not provide an adequate remedy. Accordingly, in expect with respect to any excess beyond 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 amount paid under any insurance policy 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 hereofindemnity policy.

Exceptions. The Parties’ respective obligations under Section 15.1 will not apply to any such information: A Party or its Affiliates may disclose Confidential Information, on or after the Effective Date, only: (a) On a confidential basis, to advise its actual or potential Authorized Third Parties that isthey are licensed under the Forgent Patents and the extent to which they are licensed; (b) If required by court order, governmental agency or as otherwise may be required by law, provided the Party required to disclose gives the other Party written notice at least ten (10) days prior to disclosure to enable the other Party to seek a protective order, and reasonable steps are taken by the disclosing Party to maintain the confidentiality of the time of its disclosure or thereafter becomesConfidential Information; (c) If required to enforce rights under this Agreement, part and reasonable steps are taken by the disclosing Party to maintain the confidentiality of the public domain through Confidential Information; or (d) To the extent reasonably necessary, on a source other than the receiving confidential basis, to: (i) its accountants, attorneys, and financial advisors; (ii) its present or future providers of venture capital and/or potential investors in or Acquirers of such Party; (biii) any governmental body having jurisdiction and calling therefore; (iv) legal counsel representing a Party or representing an Entity proposing to merge with or acquire the Party or one of its Affiliates; (v) a Party’s insurer; or (vi) third parties in connection with financing or potential acquisition activities; provided that, in the situations described in (ii) through (vi), such Party exercises reasonable efforts, consistent with industry norms, to obligate such third parties to maintain the confidentiality of the Confidential Information. (e) Forgent may only publicly issue an announcement substantially similar to what is attached as Exhibit E as its press release and body of its initial Form 8-K with respect to this Agreement. Notwithstanding the confidentiality obligations in this Agreement, each Party acknowledges and agrees that was known the other Party may comply with its securities disclosure obligations under applicable laws and regulations, including securities laws and regulations and continuous disclosure obligations, including referencing or disclosing this Agreement and any of its statements as required (each such disclosure as to this Agreement or any of its Exhibits, a “Securities Disclosure”) subject to the receiving provisions of this Section. In making a Securities Disclosure, each Party as agrees to act in good faith to maintain the confidentiality of this Agreement, each provision hereof, and each Exhibit hereto, to the time of greatest extent reasonably possible, consistent with all legal and regulatory obligations. In all instances, the Party making a Securities Disclosure shall consult with the other Party at least five (5) days prior to releasing or filing the Securities Disclosure and respond to any related request for confidential treatment (“CTR”). Following 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 response, the disclosing Party or (e) shall provide reasonable opportunity for discussion at the request of the other Party regarding the CTR and the scope of the Securities Disclosure. Any disclosing Party agrees to work in good faith with the other Party regarding any Securities Disclosure and any CTR to implement the foregoing, with the understanding that the disclosing Party maintains full authority to determine in good faith, consistent with the foregoing obligations, the extent of disclosure that is required to be disclosed pursuant made to comply with all 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 laws 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 hereofregulations.

Exceptions. The Parties’ respective obligations under Section 15.1 will not obligation of non-disclosure does not, or no longer, apply to any such information: to: (a) that is, Confidential Information which is in the possession of the Recipient not as a result of any improper inaction or action of the Recipient without obligations of confidentiality at the time of disclosure as shown by the Recipient’s and/or its Affiliate’s files and records prior to the time of disclosure; and/or (b) Confidential Information which becomes prior to or after the time of disclosure or thereafter becomes, part of the public domain knowledge or literature, but through a source other than the receiving Party; (b) that was known to the receiving Party as no fault or improper inaction or action of the time of its disclosure and was not otherwise subject Recipient or any Third Party to confidentiality obligationswhom the Recipient might have provided the Confidential Information; and/or (c) Confidential Information rightfully acquired from others who did not obtain it under the pledge of secrecy to the disclosing Party; and/or (d) Confidential Information that is independently developed by or on behalf of the receiving Party Recipient without reference to such informationthe Confidential Information of the disclosing Party, as can be shown through documentation; and/or (de) that Confidential Information which is subsequently learned from a third party not known requested or ordered to be under disclosed by a confidentiality obligation to governmental authority, court or arbitral proceedings, or otherwise by mandatory law. On receipt of such request or order, the Recipient shall notify immediately the disclosing Party or (e) without any delay of such pending disclosure so that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court a protective order or other legal process or at appropriate remedy may be obtained. If such an order is not available, the request Recipient shall only discloses the minimum portion of a regulatory authority. The Parties acknowledge Confidential Information that the existence is legally compelled to disclose; and/or (f) Confidential Information which is specifically and terms of this Agreement are required to be publicly disclosed expressly approved by the Funds pursuant disclosing Party and/or its Affiliate in writing for release prior to applicable law. Without limiting such release. (g) Any high level tours of manufacturing line(s) installed or otherwise constructed at Nikola’s facilities that are derived from or based upon the generality Licensed Materials in the Licensed Territory so long as the following criteria are met: (i) the high level tours are only provided to Nikola customers, service partners or suppliers that are not fuel cell competitors of Bosch or its Affiliates, and (ii) prior to any high level tours, each customer, service partner or supplier has entered into a written confidentiality agreement with Nikola and Bosch that is at least as restrictive as 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 terms set forth in Section 15.1 hereof and solely this FCPM License. Additionally, the Recipient is hereby notified that, as set forth in 18 U.S.C. §1833(b), he/she does not have criminal or civil liability under U.S. trade secret law for the purposes following disclosures of a trade secret, subject to Section 10.2(e): i. disclosure in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, provided the disclosure is for the sole purpose of reporting or investigating a suspected violation of law; and/or ii. disclosure in a complaint or other document filed in a lawsuit or other proceeding if such filing is made under seal. In case the Recipient is claiming a right of disclosure under Section 10.2, it has the burden of proof in establishing any 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 hereofabove mentioned exceptions.

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 informationConfidential Information, or portion thereof, that the Receiving Party can demonstrate by appropriate documentation: *** 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 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 which is subject to an ongoing obligation of confidentiality; (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 obligationsobtained by said third party, directly or indirectly, from the Disclosing Party hereunder; or (cv) that is independently developed by or on behalf 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 the disclosing Receiving Party or (e) its Affiliates without the aid, application or use of the Disclosing Party’s Confidential Information. 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 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 shall assist the Disclosing Party (at Disclosing Party’s request and expense) 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 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 hereoforder was issued.

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, which *** 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 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 confidential treatment pursuant to this Agreement Rule 24b-2 under the Securities Exchange Act. party shall have an opportunity to seek an appropriate protective order, and at law such disclosure shall be made only to the extent necessary to comply with the requirements of the 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 restrictions in this Section 15.1 will not apply to any such informationinformation 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 Notwithstanding anything in this MSA to the con- trary, Confidential Information shall not apply to include any such information: information which: (a) that is, as of at the time of its disclosure or thereafter becomes, part of to the Receiving Party is generally avail- able to and known by the public domain through (other than as a result of any dis- closure made directly or indirectly or other action or inaction by the Receiving Party); (b) 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); (c) was available to the Receiving Party or its Agents on a non-confi- dential 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 Receiving Party’s knowledge, such source was not bound to maintain the confidentiality of such information); or (d) may constitute has been independently acquired or developed by the Receiving Party without violating any of its obligations under this MSA. In the event that a criminal offense party or any of trading on or tipping such party’s Agents become legally compelled 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 Confi- dential Information belongs with prompt prior written notice of such requirement so that it may seek a protective order or other appro- priate remedy, or both, or waive compliance with the terms of this MSA. 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 reasonable best efforts to obtain reliable assur- ance 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 MSA as an adequate remedyexhibit with federal and state securities filings, pro- vided that each party shall use its best efforts to obtain confidential treatment of the portions of this MSA that contain Confidential Infor- mation. 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 Section 15.1 restrictions set forth in this Article 11 will not apply prevent either Party from (i) disclosing Confidential Information in connection with preparing, filing, prosecuting or maintaining its patent rights, (ii) disclosing Confidential Information 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 Authorities to the receiving Party as of the time of its disclosure and was not otherwise subject extent required or desirable to confidentiality obligations; obtain a regulatory approval, (ciii) that is independently developed by the receiving Party without reference disclosing Confidential Information to such information; investors (d) that is subsequently learned from a third party not known to be under a confidentiality agreement at least as restrictive as the provisions of this Article 11), (iv) disclosing Confidential Information to underwriters and financial advisors (under an obligation to of confidentiality) in connection with the disclosing Party public offering of securities, or (ev) disclosing Confidential Information that is reasonably determined is required to be disclosed pursuant by the Receiving Party (to comply with applicable law, rule, regulation, requirement of any law enforcement agency, court order securities or other legal process laws) to public investors or at governmental agencies in connection with the request public offering of a regulatory authoritysecurities, provided that in all of the above cases, the Party disclosing Confidential Information of the Disclosing Party will use all reasonable efforts to provide prior written notice of the disclosure to the Disclosing Party and to take reasonable and lawful actions to avoid or limit the disclosure or to assist the Disclosing Party in avoiding or limiting the disclosure. The Parties acknowledge that Further, either Party may also disclose the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant its attorneys and advisors, to applicable law. Without limiting the generality potential acquirors in connection with a potential change of control transaction or asset sale, stock sale or merger transaction and to existing and potential investors or lenders of the preceding paragraphsParty, BNY Mellon acknowledges as a part of their due diligence investigations, or to potential permitted assignees, in each case under an agreement to keep the terms of this Agreement confidential under terms of confidentiality and agrees that Customers are prohibited non-use substantially similar to the terms contained in this Agreement. Client may attach and disclose the content of this Agreement in its public filings (after prior review by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information Patheon not to BNY Mellon hereunder is made strictly exceed 10 business days)) to the extent required under the conditions Securities Act of confidentiality set forth in Section 15.1 hereof and solely for 1933, as amended, the purposes Securities Exchange Act of the performance of custodial services hereunder1934, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agentsas amended, 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 regulations promulgated 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 hereofthese Acts.

Exceptions. The Parties’ respective obligations under Section 15.1 will ‌ Clause 13.2 shall not apply to any such information: (a) that is, as of the time of its prohibit disclosure or thereafter becomes, part use of the public domain through a source other than the receiving Party; (b) that was known any information if and to the receiving Party as extent that: 13.3.1 the disclosure or use is required by Applicable Law, any governmental or regulatory body or any stock exchange on which the shares of an Investor or its parent undertaking are listed;‌ 13.3.2 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 use 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 vest the request of a regulatory authority. The Parties acknowledge that the existence and terms full benefit 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 an Investor or otherwise for the purposes of monitoring its investment in Stubco or the performance of custodial services hereunder, that any unauthorized Group;‌ 13.3.3 the disclosure or misuse use is required for the purpose of any arbitral or judicial proceedings arising out of this Agreement or any Transaction Document;‌ 13.3.4 the disclosure is reasonably made to a tax authority in connection with the tax affairs of the disclosing Party; 13.3.5 the disclosure is made to a Representative of an Investor or its Affiliates or to an Observer on a need to know basis on terms that such Representative or Observer undertakes to comply with the provisions of Clause 13.2 in respect of such information as if the Representative or Observer were a Party to this Agreement; 13.3.6 the information is or becomes publicly available (including other than by BNY Mellon breach of this Agreement); 13.3.7 the disclosure is made by or any on behalf of its employees a Qualifying Rollover Shareholder on a confidential basis to bona fide potential purchasers (which are not Restricted Persons)and their respective Representatives, provided in each case that: (i) such persons need to know the information for the purposes of considering, evaluating, advising on, furthering or agents, financing a Direct Transfer or any trading on Indirect Transfer of Securities; and (ii) such persons undertake to comply with the basis provisions of Clause 13.2 in respect of such information by anyone in receipt as if each such person were a Party to this Agreement; 13.3.8 the Lead Investor has given prior written approval to the disclosure or use of such information) may constitute a criminal offense ; or 13.3.9 the information is independently developed after the date of trading on this Agreement without breaching any term of this Agreement, provided that before disclosure 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 hereofunder Clause 13.3.1, and that BNY Mellon shall apprise all such persons having access of 13.3.2 or 13.3.3, the obligation hereunder and under applicable law to prevent unauthorized disclosure Investor concerned shall, where not prohibited by law, promptly notify the Lead Investor 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 requirement with a view to providing the other Party, for which money damages will not provide an adequate remedy. Accordingly, in Lead Investor with the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition opportunity 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 Notwithstanding the obligations of confidentiality and non-use set forth in Section 5.8.1, the Receiving Party may provide the Disclosing Party’s Confidential Information as may be reasonably required in order to perform its obligations and to exploit its rights under Section 15.1 will not apply this Agreement and specifically to (i) Regulatory Authorities or other governmental authorities in order to obtain patents or perform its obligations [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. or exploit its rights under this Agreement, provided that such Confidential Information shall be disclosed only to the extent reasonably necessary to do so; (ii) the extent required by applicable law, including by the rules or regulations of the United States Securities and Exchange Commission or similar regulatory agency in a country other than the United States or of any such information: stock exchange or listing entity; and (iii) (a) that isany bona fide actual or prospective underwriters, as investors, lenders or acquirers of the time Receiving Party or substantially all its assets and to consultants and advisors of its disclosure or thereafter becomessuch third party, part of the public domain through a source other than the receiving Party; and (b) any bona fide actual or prospective collaborators or strategic partners and to consultants and advisors of such third party, in each case of (a) and (b) on a need-to-know basis only, during bona fide business discussions provided that was known the receiving party of such information is under an obligation or confidentiality with respect to such information that is no less stringent than the terms of this Section 5.8. If the Receiving Party is required by applicable law to disclose the Disclosing Party’s Confidential Information that is subject to the receiving non-disclosure provisions of Section 5.8.1, the Receiving Party as shall promptly inform the Disclosing Party of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by being sought in order to provide the receiving Disclosing Party without reference an opportunity to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to challenge or limit the disclosing Party or (e) disclosure. Confidential Information that is required to be disclosed pursuant by applicable law shall remain otherwise subject to applicable law, rule, regulation, requirement the confidentiality and non-use provisions of Section 5.8.1. If either party concludes that a copy 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 must be publicly disclosed by filed with the Funds pursuant to applicable law. Without limiting United States Securities and Exchange Commission or similar regulatory agency in a country other than the generality United States, such party shall provide the other party with a copy of the preceding paragraphsAgreement showing any provisions hereof as to which the party proposes to request confidential treatment, BNY Mellon acknowledges shall provide the other party with an opportunity to comment on any such proposed redactions 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 hereofsuggest additional redactions, and that BNY Mellon shall apprise all take such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of party’s comments into consideration before filing 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 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 obligations under indemnity provided for in Section 15.1 will 9.01(a) shall not apply extend to any Expense of any Indemnitee: (i) to the extent attributable to the willful misconduct or gross negligence of such information: Indemnitee; (aii) that is, as in respect of the time of its disclosure Aircraft to the extent attributable to acts or thereafter becomes, events which occur after the Aircraft is no longer part of the public domain through Lessor's Estate or leased under the Lease or, if the Aircraft remains a source part of the Lessor's Estate, after the expiration of the Term (other than pursuant to Article 17 of the receiving Party; (bLease, in which case the indemnity provided in Section 9.01(a) that was known hereof shall survive for so long as Lessor shall be entitled to exercise remedies under such Article 17), or to acts or events which occur after return of possession of the Aircraft by the Lessee in accordance with the provisions of the Lease but in any such case only to the receiving Party as extent not fairly attributable to acts or omissions of the time Lessee prior to expiration of the Term, including without limitation the Lessee's failure to fully discharge all of its disclosure and was obligations under the Lease, the other Operative Agreements or the Original Agreements; (iii) which is a Tax, whether or 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 Lessee is required to be disclosed indemnify therefor pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order Article 8 hereof or other legal process pursuant to the Tax Indemnity Agreement; (iv) which is a cost or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are expense expressly required to be publicly disclosed paid by the Funds pursuant to applicable law. Without limiting Owner Participant or its permitted transferees (and not by 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 informationLessee) 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 or any other Operative Agreement; (v) to the extent that such Expenses would not have been incurred by such Indemnitee if such Indemnitee had not been in breach of its representations or warranties, or had not defaulted in the observance and at law performance of the terms and provisions required to be observed and performed by it, in this Agreement, the Engine Warranty Assignment, the Lease, the Indenture, the Trust Agreement, the Original Agreements or any other Operative Agreement to which it is a party unless such breach or default shall be a result of the breach or default of any of the foregoing by the Lessee or another Indemnitee; (vi) [Intentionally Left Blank]; (vii) in equitythe case of the Owner Participant, Lessor's Liens to the extent attributable to the Owner Participant; in the case of FSB, Lessor's Liens to the extent attributable to FSB; and in the case of the Indenture Trustee, Indenture Trustee's Liens; (viii) be entitled to an injunction, without in the necessity case of posting any bond the Owner Participant or suretythe Owner Trustee, to restrain disclosure the extent attributable to the offer or misuse, in whole or in part, sale by such Indemnitee after the Delivery Date of any information interest in violation the Aircraft, the Lessor's Estate or the Trust Agreement or any similar interest (including an offer or sale resulting from bankruptcy or other proceedings for the relief of debtors in which such Indemnitee is the debtor), unless in each case such offer or sale shall occur (w) in connection with a Refinancing, (x) during a period when an Event of Default has occurred and is continuing, (y) during a period when an Event of Loss has occurred or (z) in connection with the termination of the Lease or action or direction of the Lessee pursuant to Section 4.02 of the Lease or Article 10 of the Lease; or (ix) in the case of the Owner Participant or any person who is a "disqualified person", within the meaning of Section 15.1 hereof.4975(e)(2) of the Code, or a "party in interest", within the meaning of Section 3(14) of ERISA, by virtue of such person's relationship to the Owner Participant, as the result of any prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975(c)(1) of the Code, occurring with respect to the purchase or holding of any Loan Certificate (or any funded participation therein) (i) over which purchase or holding the Owner Participant or any Affiliate thereof (other than in the capacity of a directed trustee or custodian or similar nondiscretionary capacity) has discretion or control, or (ii) by an employee benefit plan, within the meaning of Section 3(3) of ERISA, or individual retirement account or plan subject to Section 4975 of the Code with respect to which the Owner Participant (or any Affiliate thereof) is a "plan sponsor", within the meaning of Section 3(16)(B)

Exceptions. The Parties’ respective obligations under Section 15.1 will not apply to any such information: A Party or its Affiliates may disclose Confidential Information only: (a) Any information set forth in the single press release, dated July 19, 2010, regarding the settlement between the Parties, the content of which was approved by the Parties, can be disclosed by either Party; (b) By Cisco, on a confidential basis and only with respect to non-monetary terms, to advise its actual or potential Cisco Authorized Parties that isthey are licensed under the Licensed Patents and the extent to which they are licensed; (c) If required by court order, governmental agency or as otherwise may be required by law, provided the Party required to disclose gives the other Party written notice at least ten (10) days prior to disclosure to enable the other Party to seek a protective order, and reasonable steps are taken by the disclosing Party to maintain the confidentiality of the time of its disclosure or thereafter becomesConfidential Information; *** CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT (d) If required to enforce rights under this Agreement, part and reasonable steps are taken by the disclosing Party to maintain the confidentiality of the public domain through Confidential Information; (e) To the extent reasonably necessary, on a source other than the receiving confidential basis, to: (i) its accountants, attorneys, and financial advisors; (ii) its present or future providers of venture capital and/or potential investors in or acquirers of such Party; (biii) that was known any governmental body having jurisdiction and calling therefore; (iv) legal counsel representing a Party or representing an Entity proposing to merge with or acquire the receiving Party as of the time or one of its disclosure and was not otherwise subject to confidentiality obligationsAffiliates; (cv) that is independently developed by the receiving Party without reference to such informationa Party’s insurer; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (evi) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order third parties in connection with financing 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. Accordinglypotential Acquisition activities; provided that, in the event situations described in (ii) through (vi), such Party exercises reasonable efforts, consistent with industry norms, to obligate such third parties to maintain the confidentiality of the Confidential Information; or (f) By Network-1 (or its successor), on a breach of Section 15.1 hereof, the confidential basis and only with respect to 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 suretymonetary terms, to restrain disclosure parties negotiating a potential license with Network-1 for the Asserted Patent or misuse, in whole or in part, of any information in violation of Section 15.1 hereofhave licensed the Asserted Patent.