Common use of Limited Disclosure Clause in Contracts

Limited Disclosure. MDACC and Company each agree that disclosure of its Confidential Information or any transfer of its Proprietary Materials may be made by the other Party to any of its Affiliates, employees, consultants, contractors, subcontractors, agents or other Third Parties to enable such other Party to exercise its rights or to carry out its responsibilities under this Agreement; [***] Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. provided, that any such disclosure or transfer will be made only to Persons who are bound by obligations no less stringent than those described in the provisions herein. In addition, MDACC and Company each agrees that the other Party may disclose its Confidential Information: (i) on a need-to-know basis to such other Party’s professional, legal and financial advisors; (ii) as reasonably necessary in connection with an actual or potential (A) permitted license or sublicense of such other Party’s rights hereunder, (B) debt or equity financing of such other Party, or (C) merger, acquisition, consolidation, share exchange or other similar transaction involving such Party and any Third Party; (iii) to any Third Party that is or may be engaged by a Party to perform services in connection with the research, Development or the Commercialization of Licensed Products as necessary to enable such Third Party to perform such services; and (iv) for any other purpose with the other Party’s written consent, which consent will not be unreasonably withheld, conditioned or delayed; provided, that, any such disclosure or transfer in (i) - (iv) will only be made to persons who are bound by written obligations no less restrictive than those described in Section 13.1 (c). Each of MDACC and Company further agrees that the other Party may disclose such Party’s Confidential Information or provide such Party’s Proprietary Materials: (v) as reasonably necessary to file, prosecute or maintain Patent Rights, or to file, prosecute or defend litigation related to Patent Rights, in accordance with this Agreement, provided, that in the case of any disclosure under this clause (v), to the extent reasonably possible, the disclosing Party will provide the other Party with reasonable advance notice of and an opportunity to comment on any such required disclosure; or (vi) as required by Applicable Laws; provided, that in the case of any disclosure under this clause (vi), the disclosing Party will (A) if practicable, provide the other Party with reasonable advance notice of and an opportunity to comment on any such required disclosure, and (B) if requested by the other Party, cooperate in all reasonable respects with the other Party’s efforts to obtain confidential treatment or a protective order with respect to any such disclosure, at the other Party’s expense.

Limited Disclosure. MDACC MBX and Company ADM Sub each agree that any disclosure of its any other Party's Confidential Information or any transfer of its any other Party's Proprietary Materials may be made by the to any officer or employee of any other Party to or any of its Affiliates, employees, consultants, contractors, subcontractors, agents or other Third Parties Affiliates shall be made only if and to enable such other Party to exercise its rights or the extent necessary to carry out its rights and responsibilities under this Agreement; [***] Certain information in this document has been omitted from this exhibit because it is both (i) not material Agreement and (ii) would shall be competitively harmful if publicly disclosedlimited to the maximum extent possible consistent with such rights and responsibilities. provided, MBX and ADM Sub each further agree that any such disclosure of another Party's Confidential Information or any transfer will be made only to Persons who are bound of another Party's Proprietary Materials as permitted by obligations no less stringent than those described in the provisions herein. In addition, MDACC and Company each agrees that the other Party may disclose its Confidential Information: (i) on a need-to-know basis to such other Party’s professional, legal and financial advisors; (ii) as reasonably necessary in connection with an actual or potential (A) permitted license or sublicense of such other Party’s rights hereunder, (B) debt or equity financing of such other Party, or (C) merger, acquisition, consolidation, share exchange or other similar transaction involving such Party and any Third Party; (iii) to any Third Party that is or may be engaged by a Party to perform services in connection with the research, Development or the Commercialization of Licensed Products as necessary to enable such Third Party to perform such services; and (iv) for any other purpose with the other Party’s written consent, which consent will not be unreasonably withheld, conditioned or delayed; provided, that, any such disclosure or transfer in (i) - (iv) will preceding sentence shall only be made to persons such of the recipient Party's officers, employees aid Affiliates who are bound by written confidentiality obligations no less restrictive than those described in Section 13.1 (c). Each of MDACC to maintain the confidentiality thereof and Company further agrees that the other Party may disclose not to use such Party’s Confidential Information or provide Proprietary Materials except as expressly permitted by this Agreement. MBX and ADM Sub each further agree not to disclose or transfer any other Party's Confidential information or Proprietary Materials to any third parties under any circumstance without the prior written approval from the relevant other Party (such Party’s approval not to be unreasonably withheld), except as otherwise required by law, or except as otherwise expressly permitted by this Agreement. Each Party shall take such action, and shall cause its Affiliates to take such action, to preserve the confidentiality of the other Parties' Confidential Information and Proprietary Materials as it would customarily take to preserve the confidentiality of its own Confidential Information and Proprietary Materials: , and in no event, less than reasonable care. Each Party, upon the request of any other Party, will return all the Proprietary Information and Confidential Materials disclosed or transferred to it by such other Party pursuant to this Agreement which does not constitute Joint Program Technology, including all copies and extracts of documents and all manifestations in whatever form, within two (v2) as reasonably necessary to filemonths of the request or, prosecute within two (2) weeks of the termination or maintain Patent Rights, or to file, prosecute or defend litigation related to Patent Rights, in accordance with expiration of this Agreement, provided, that in the case of any disclosure under this clause (v), to the extent reasonably possible, the disclosing Party will provide the other Party with reasonable advance notice of and an opportunity to comment on any such required disclosure; or (vi) as required by Applicable Laws; provided, however, that in the case of any disclosure under this clause (vi), the disclosing a Party will (A) if practicable, provide the other Party with reasonable advance notice of and an opportunity to comment on any such required disclosuremay retain Confidential Information, and (B) if requested by the other Party, cooperate in all reasonable respects with the other Party’s efforts to obtain confidential treatment or a protective order with respect Proprietary Materials of another Party relating to any license which survives such disclosure, at termination and one copy of all other Confidential Information may be retained in its legal files solely for the other Party’s expensepurpose of monitoring compliance with this Article 7.

Limited Disclosure. MDACC MBX and Company ADM Sub each agree that any disclosure of its any other Party's Confidential Information or any transfer of its any other Party's Proprietary Materials may be made by the to any officer or employee of any other Party to or any of its Affiliates, employees, consultants, contractors, subcontractors, agents or other Third Parties Affiliates shall be made only if and to enable such other Party to exercise its rights or the extent necessary to carry out its rights and responsibilities under this Agreement; [***] Certain information in this document has been omitted from this exhibit because it is both (i) not material Agreement and (ii) would shall be competitively harmful if publicly disclosedlimited to the maximum extent possible consistent with such rights and responsibilities. provided, MBX and ADM Sub each further agree that any such disclosure of another Party's Confidential Information or any transfer will be made only to Persons who are bound of another Party's Proprietary Materials as permitted by obligations no less stringent than those described in the provisions herein. In addition, MDACC and Company each agrees that the other Party may disclose its Confidential Information: (i) on a need-to-know basis to such other Party’s professional, legal and financial advisors; (ii) as reasonably necessary in connection with an actual or potential (A) permitted license or sublicense of such other Party’s rights hereunder, (B) debt or equity financing of such other Party, or (C) merger, acquisition, consolidation, share exchange or other similar transaction involving such Party and any Third Party; (iii) to any Third Party that is or may be engaged by a Party to perform services in connection with the research, Development or the Commercialization of Licensed Products as necessary to enable such Third Party to perform such services; and (iv) for any other purpose with the other Party’s written consent, which consent will not be unreasonably withheld, conditioned or delayed; provided, that, any such disclosure or transfer in (i) - (iv) will preceding sentence shall only be made to persons such of the recipient Party's officers, employees aid Affiliates who are bound by written confidentiality obligations no less restrictive than those described in Section 13.1 (c). Each of MDACC to maintain the confidentiality thereof and Company further agrees that the other Party may disclose not to use such Party’s Confidential Information or provide Proprietary Materials except as expressly permitted by this Agreement. MBX and ADM Sub each further agree not to disclose or transfer any other Party's Confidential information or Proprietary Materials to any third parties under any circumstance without the prior written approval from the relevant other Party (such Party’s approval not to be unreasonably withheld), except as otherwise required by law, or except as otherwise expressly permitted by this Agreement. Each Party shall take such action, and shall cause its Affiliates to take such action, to preserve the confidentiality of the other Parties' Confidential Information and Proprietary Materials as it would customarily take to preserve the confidentiality of its own Confidential Information and Proprietary Materials: (v) as reasonably necessary to file, prosecute or maintain Patent Rightsand in no event, or to fileless than reasonable care. * CONFIDENTIAL TREATMENT REQUESTED Each Party, prosecute or defend litigation related to Patent Rights, in accordance with this Agreement, provided, that in upon the case request of any disclosure under this clause (v), to the extent reasonably possible, the disclosing Party will provide the other Party with reasonable advance notice of and an opportunity to comment on any such required disclosure; or (vi) as required by Applicable Laws; provided, that in the case of any disclosure under this clause (vi), the disclosing Party will (A) if practicable, provide the other Party with reasonable advance notice of and an opportunity to comment on any such required disclosure, and (B) if requested by the other Party, cooperate will return all the Proprietary Information and Confidential Materials disclosed or transferred to it by such other Party pursuant to this Agreement which does not constitute Joint Program Technology, including all copies and extracts of documents and all manifestations in all reasonable respects with whatever form, within two (2) months of the other Party’s efforts to obtain confidential treatment request or, within two (2) weeks of the termination or expiration of this Agreement; PROVIDED, HOWEVER, that a protective order with respect Party may retain Confidential Information, and Proprietary Materials of another Party relating to any license which survives such disclosure, at termination and one copy of all other Confidential Information may be retained in its legal files solely for the other Party’s expensepurpose of monitoring compliance with this Article 7.

Limited Disclosure. MDACC WARATAH and Company ELAN each agree agrees that disclosure of its Confidential Information or any transfer of its Proprietary Materials may be made by the other a Receiving Party to any employee, consultant or Affiliate of its Affiliates, employees, consultants, contractors, subcontractors, agents or other Third Parties such Receiving Party to enable such other Receiving Party to exercise its rights or to carry out its responsibilities under this Agreement; [***] Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. provided, provided that any such disclosure or transfer will shall only be made only to Persons who are bound by written obligations no less stringent than those as described in the provisions hereinSection 5.1.3. In addition, MDACC WARATAH and Company ELAN each agrees that the other Receiving Party may disclose its Confidential Information: Information (ia) on a need-to-know basis to such other the Receiving Party’s professional, 's legal and financial advisors; , (iib) as reasonably necessary in connection with an actual or potential (Ai) permitted license or sublicense of such other Receiving Party’s 's rights hereunder, (Bii) debt or equity financing of such other Receiving Party or (iii) Change of Control involving such Receiving Party, or (C) merger, acquisition, consolidation, share exchange or other similar transaction involving such Party and any Third Party; (iiic) to any Third Party that is or may be engaged by a such Receiving Party to perform services in connection with the researchDevelopment Program, Development or the Commercialization of Licensed Products as necessary to enable such Third Party to perform such services; and (ivd) for any other purpose with the other Disclosing Party’s 's written consent, which consent will not to be unreasonably withheld, conditioned or delayed; provided, that, any such disclosure or transfer (A) in the case of subsections (ib)(i) - and (iviii) will only be made to persons who are bound by written obligations and (c) above, the Receiving Party and the applicable Third Party first enter into a Confidentiality Agreement with terms no less restrictive stringent than those described contained in Section 13.1 the Confidentiality Agreement between the Parties, and (c)B) in the case of subsections (a) and (b)(ii) above, the Receiving Party uses good faith efforts to enter into a Confidentiality Agreement with the applicable Third Party with terms no less stringent than those contained in the Confidentiality Agreement between the Parties. Each of MDACC and Company further Further each Party agrees that the other Receiving Party may disclose such the Disclosing Party’s 's Confidential Information or provide such Party’s Proprietary Materials: Materials (vA) as reasonably necessary to file, prosecute or maintain Patent Rights, or to file, prosecute or defend litigation related to Patent Rights, Rights in accordance with this Agreement, ; (B) as necessary to Develop and Commercialize the Product under this Agreement; and (C) as required by Applicable Laws; provided, that that, in the case of any disclosure under this clause (vC), to the extent reasonably possibleReceiving Party shall (1) if practicable, the disclosing Party will provide the other Disclosing Party with reasonable advance notice of and an opportunity to comment on any such required disclosure; or (vi) as required by Applicable Laws; provided, that in the case of any disclosure under this clause (vi), the disclosing Party will (A) if practicable, provide the other Party with reasonable advance notice of and an opportunity to comment on any such required disclosure, and (B2) if requested by the other Disclosing Party, cooperate in all reasonable respects with the other Disclosing Party’s 's efforts to obtain confidential treatment or a protective order with respect to any such disclosure, at the other Disclosing Party’s 's expense.

Limited Disclosure. MDACC PTI and Company King each agree that any disclosure of its the other Party's Confidential Information to any officer, employee, Consultant, agent, or any transfer Affiliate of its Proprietary Materials PTI or King, as the case may be, shall be made by only if and to the other Party to any of its Affiliates, employees, consultants, contractors, subcontractors, agents or other Third Parties to enable such other Party to exercise its rights or extent necessary to carry out its rights and responsibilities under this Agreement and the License Agreement; [***] Certain information in this document has been omitted from this exhibit because it is both (i) not material , shall be limited to the maximum extent possible consistent with such rights and (ii) would be competitively harmful if publicly disclosed. providedresponsibilities, that any such disclosure or transfer will be made only to Persons who are bound by obligations no less stringent than those described in the provisions herein. In addition, MDACC and Company each agrees that the other Party may disclose its Confidential Information: (i) on a need-to-know basis to such other Party’s professional, legal and financial advisors; (ii) as reasonably necessary in connection with an actual or potential (A) permitted license or sublicense of such other Party’s rights hereunder, (B) debt or equity financing of such other Party, or (C) merger, acquisition, consolidation, share exchange or other similar transaction involving such Party and any Third Party; (iii) to any Third Party that is or may be engaged by a Party to perform services in connection with the research, Development or the Commercialization of Licensed Products as necessary to enable such Third Party to perform such services; and (iv) for any other purpose with the other Party’s written consent, which consent will not be unreasonably withheld, conditioned or delayed; provided, that, any such disclosure or transfer in (i) - (iv) will shall only be made to persons who are bound by written confidentiality obligations no less restrictive than those described in Section 13.1 (c)to maintain the confidentiality thereof and not to use such Confidential Information except as expressly permitted by this Agreement or the License Agreement. Each of MDACC PTI and Company King each further agrees that not to disclose or transfer the other Party's Confidential Information to any Third Parties under any circumstance without the prior written approval from the other Party may disclose (such approval not to be unreasonably withheld), except as otherwise required by law, and except as otherwise expressly permitted by this Agreement or the License Agreement. Each Party shall take such action, and shall cause its Affiliates and Sublicensees to take such action, to preserve the confidentiality of the Disclosing Party’s 's Confidential Information as the Receiving Party would customarily take to preserve the confidentiality of its own Confidential Information, using a level of care that shall not under any circumstances be less than reasonable and prudent care. If a court or provide such Party’s Proprietary Materials: (v) as reasonably necessary to file, prosecute or maintain Patent Rightsother government authority orders that the Receiving Party disclose Confidential Information, or to file, prosecute or defend litigation related to Patent Rights, in accordance with this Agreement, provided, that in the case of any disclosure under this clause (v), to the extent reasonably possibleproposes such an order, the disclosing Receiving Party will must notify the Disclosing Party immediately after learning of the order, so as to provide the other Disclosing Party with reasonable advance notice of and an opportunity to comment on any such required disclosure; or (vi) as required by Applicable Laws; provided, that in protect the case of any disclosure under this clause (vi), the disclosing Party will (A) if practicable, provide the other Party with reasonable advance notice of and an opportunity to comment on any such required disclosureinformation, and (B) if requested by the Receiving Party must limit the disclosure to the minimum that will comply with the order. Each Party, upon the request of the other Party, cooperate in will return all reasonable respects with the Confidential Information disclosed or transferred to it by the other Party’s efforts Party pursuant to obtain confidential treatment this Agreement, including all copies and extracts of documents and all manifestations in whatever form, within 60 days of the request or, if earlier, the termination or expiration of this Agreement; provided however, that a protective order with respect Party may retain Confidential Information of the other Party relating to any license or right to use Technology that survives such disclosure, at termination and one copy of all other Confidential Information may be retained in inactive archives solely for the other Party’s expensepurpose of establishing the contents thereof. PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934.

Limited Disclosure. MDACC Palatin and Company King each agree that any disclosure of its the other Party’s Confidential Information or any transfer of its the other Party’s Proprietary Materials to any officer, employee, Consultant, agent or Affiliate of Palatin or King, as the case may be, shall be made by only if and to the other Party to any of its Affiliates, employees, consultants, contractors, subcontractors, agents or other Third Parties to enable such other Party to exercise its rights or extent necessary to carry out its rights and responsibilities under this Agreement; [***] Certain information in this document has been omitted from this exhibit because it is both (i) not material , shall be limited to the maximum extent possible consistent with such rights and (ii) would be competitively harmful if publicly disclosed. providedresponsibilities, that any such disclosure or transfer will be made only to Persons who are bound by obligations no less stringent than those described in the provisions herein. In addition, MDACC and Company each agrees that the other Party may disclose its Confidential Information: (i) on a need-to-know basis to such other Party’s professional, legal and financial advisors; (ii) as reasonably necessary in connection with an actual or potential (A) permitted license or sublicense of such other Party’s rights hereunder, (B) debt or equity financing of such other Party, or (C) merger, acquisition, consolidation, share exchange or other similar transaction involving such Party and any Third Party; (iii) to any Third Party that is or may be engaged by a Party to perform services in connection with the research, Development or the Commercialization of Licensed Products as necessary to enable such Third Party to perform such services; and (iv) for any other purpose with the other Party’s written consent, which consent will not be unreasonably withheld, conditioned or delayed; provided, that, any such disclosure or transfer in (i) - (iv) will shall only be made to persons who are bound by written confidentiality obligations no less restrictive than those described in Section 13.1 (c)to maintain the confidentiality thereof and not to use such Confidential Information or Proprietary Materials except as expressly permitted by this Agreement. Each of MDACC Palatin and Company King each further agrees that agree not to disclose or transfer the other Party may disclose such Party’s Confidential Information or provide such Party’s Proprietary Materials: (v) as reasonably necessary Materials to file, prosecute or maintain Patent Rights, or to file, prosecute or defend litigation related to Patent Rights, in accordance with this Agreement, provided, that in any Third Parties under any circumstance without the case of any disclosure under this clause (v), to the extent reasonably possible, the disclosing Party will provide prior written approval from the other Party with (such approval not to be unreasonably withheld), except as otherwise required by law, and except as otherwise expressly permitted by this Agreement. Each Party shall take such action, and shall cause its Affiliates and Sublicensees to take such action, to preserve the confidentiality of each other’s Confidential Information and Proprietary Materials as it would customarily take to preserve the confidentiality of its own Confidential Information and Proprietary Materials, using a level of care that shall not under any circumstances be less than reasonable advance notice and prudent care. If a court or other government authority orders that the Receiving Party disclose Confidential Information, or proposes such an order, the receiving party must notify the Disclosing Party immediately after learning of and the order, so as to provide the Disclosing Party an opportunity to comment on any such required disclosure; or (vi) as required by Applicable Laws; provided, that in protect the case of any disclosure under this clause (vi), the disclosing Party will (A) if practicable, provide the other Party with reasonable advance notice of and an opportunity to comment on any such required disclosureinformation, and (B) if requested by the Receiving Party must limit the disclosure to the minimum that will comply with the order. Each Party, upon the request of the other Party, cooperate in will return all reasonable respects with the Proprietary Information and Confidential Materials disclosed or transferred to it by the other Party’s efforts Party pursuant to obtain confidential treatment this Agreement, including all copies and extracts of documents and all manifestations in whatever form, within sixty (60) days of the request or, if earlier, the termination or expiration of this Agreement; provided however, that a protective order with respect Party may retain Confidential Information and Proprietary Materials of the other Party relating to any license or right to use Technology which survives such disclosure, at termination and one copy of all other Confidential Information may be retained in inactive archives solely for the other Party’s expensepurpose of establishing the contents thereof.

Limited Disclosure. MDACC MBX, ADM Sub and the Joint Sales Company each agree that any disclosure of its another Party's Confidential Information or any transfer of its another Party's Proprietary Materials may to any employee, consultants or agents of MBX, ADM Sub, or the Joint Sales Company or any of their respective Affiliates, shall be made only if and to the extent necessary to carry out its rights and responsibilities under this Agreement and shall be limited to the maximum extent possible consistent with such rights and responsibilities. MBX, ADM Sub and the Joint Sales Company each further agree that any disclosure of another Party's Confidential Information or any transfer of another Party's Proprietary Materials as permitted by the other Party preceding sentence shall only be made to any such of its Affiliates, the recipient Party's employees, consultants, contractors, subcontractors, agents or other Third Parties to enable such other Party to exercise its rights or to carry out its responsibilities under this Agreement; [***] Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. provided, that any such disclosure or transfer will be made only to Persons who are bound by obligations no less stringent than those described in the provisions herein. In addition, MDACC and Company each agrees that the other Party may disclose its Confidential Information: (i) on a need-to-know basis to such other Party’s professional, legal and financial advisors; (ii) as reasonably necessary in connection with an actual or potential (A) permitted license or sublicense of such other Party’s rights hereunder, (B) debt or equity financing of such other Party, or (C) merger, acquisition, consolidation, share exchange or other similar transaction involving such Party and any Third Party; (iii) to any Third Party that is or may be engaged by a Party to perform services in connection with the research, Development or the Commercialization of Licensed Products as necessary to enable such Third Party to perform such services; and (iv) for any other purpose with the other Party’s written consent, which consent will not be unreasonably withheld, conditioned or delayed; provided, that, any such disclosure or transfer in (i) - (iv) will only be made to persons Affiliates who are bound by written confidentiality obligations no less restrictive than those described in Section 13.1 to maintain the confidentiality thereof and not to use such Confidential Information or Proprietary Materials except as expressly permitted by this Agreement. MBX, ADM Sub and the Joint Sales Company each further agree not to disclose or transfer the other Party's Confidential Information or Proprietary Materials to any third parties under any circumstance without the prior written approval from the relevant other Party (csuch approval not to be unreasonably withheld), except as otherwise required by law, or except as otherwise expressly permitted by this Agreement. Each Party shall take such action, and shall cause its Affiliates to take such action, to preserve the confidentiality of MDACC the other Party's Confidential Information and Company further agrees Proprietary Materials as it would customarily take to preserve the confidentiality of its own Confidential Information and Proprietary Materials, and in no event, less than reasonable care. Each Party, upon the request of another Party, will return all of such other Party's Proprietary Information and Confidential Materials disclosed or transferred to it pursuant to this Agreement which does not constitute Joint Program Technology, including all copies and extracts of documents and all manifestations in whatever form, within two (2) months of the request or, within two (2) weeks of the termination or expiration of this Agreement; provided, however, that a Party may retain Confidential Information and Proprietary Materials of the other Party relating to any license which survives such termination and one copy of all other Confidential * CONFIDENTIAL TREATMENT REQUESTED Information may disclose such Party’s Confidential Information or provide such Party’s Proprietary Materials: (v) as reasonably necessary to file, prosecute or maintain Patent Rights, or to file, prosecute or defend litigation related to Patent Rights, be retained in accordance its legal files solely for the purpose of monitoring compliance with this Agreement, provided, that in the case of any disclosure under this clause (v), to the extent reasonably possible, the disclosing Party will provide the other Party with reasonable advance notice of and an opportunity to comment on any such required disclosure; or (vi) as required by Applicable Laws; provided, that in the case of any disclosure under this clause (vi), the disclosing Party will (A) if practicable, provide the other Party with reasonable advance notice of and an opportunity to comment on any such required disclosure, and (B) if requested by the other Party, cooperate in all reasonable respects with the other Party’s efforts to obtain confidential treatment or a protective order with respect to any such disclosure, at the other Party’s expenseArticle 13.

Limited Disclosure. MDACC and Company each agree that disclosure of its Each Receiving Party shall be entitled to disclose the Disclosing Party’s Confidential Information or any transfer of to its Proprietary Materials may be made by the other Party to any of its Affiliates, employees, consultants, contractors, subcontractors, agents or other Third Parties Affiliates and their respective Representatives to enable such other the Receiving Party to exercise its rights (including ImmunoGen’s rights under Section 10.4) or to carry out its responsibilities under this Agreement; [***] Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. provided, provided that any such disclosure or transfer will shall only be made only to Persons who are bound by written obligations no less at least as stringent than as those described in Section 9.1 hereof, and Receiving Party shall be responsible for the provisions hereincompliance of its Affiliates and its and their Representatives with the obligations hereunder. In addition, MDACC and Company each agrees that the other Receiving Party may disclose its Confidential Information: (i) on a need-to-know basis to such other Party’s professional, legal and financial advisors; (ii) as reasonably necessary in connection with an actual or potential (A) permitted license or sublicense of such other Party’s rights hereunder, (B) debt or equity financing of such other Party, or (C) merger, acquisition, consolidation, share exchange or other similar transaction involving such Party and any Third Party; (iii) to any Third Party that is or may be engaged by a Party to perform services in connection with the research, Development or the Commercialization of Licensed Products as necessary to enable such Third Party to perform such services; and (iv) for any other purpose with the other Party’s written consent, which consent will not be unreasonably withheld, conditioned or delayed; provided, that, any such disclosure or transfer in (i) - (iv) will only be made to persons who are bound by written obligations no less restrictive than those described in Section 13.1 (c). Each of MDACC and Company further agrees that the other Party may disclose such Disclosing Party’s Confidential Information or provide to the extent such Party’s Proprietary Materials: disclosure (vi) as is reasonably necessary to file, prosecute or maintain Patent Rights, or to file, prosecute or defend litigation related to Patent Rights, in accordance with this Agreement, provided, that in the case of any disclosure under this clause (v), to the extent reasonably possible, the disclosing Party will provide the other Party with reasonable advance notice of and an opportunity to comment on any such required disclosure; Rights or (viii) as is required by Applicable Laws; providedLaw, provided that in the case of any disclosure under this clause (vi), the disclosing Receiving Party will shall (A) if practicablelegally permissible, provide the other Disclosing Party with reasonable advance notice of and an opportunity to comment on any such required disclosure, and (B) if requested by the other Disclosing Party, cooperate in all reasonable respects with the other Disclosing Party’s efforts to obtain confidential treatment or a protective order with respect to any such disclosure, at the other Disclosing Party’s expense, and (C) use [***] to incorporate the comments of the Disclosing Party in any such disclosure or request for confidential treatment or a protective order. Notwithstanding the foregoing, each Party may disclose the terms of this Agreement to (w) actual or potential lenders or investors of such Party, (x) actual or potential acquirers of such Party, (y) actual or potential strategic partners that are or may be a licensee of intellectual property of the disclosing Party relating to the subject matter of this Agreement, and (z) its legal, accounting, tax and other advisors (collectively, “Investors”), in each case subject to written obligations of confidentiality and non-use customary for such type of Investor; provided, however, that the disclosing Party shall be responsible for the compliance of its Investors with the confidentiality obligations imposed hereunder.

Limited Disclosure. MDACC MBX, ADM Sub and the Joint Sales Company each agree that any disclosure of its another Party's Confidential Information or any transfer of its another Party's Proprietary Materials may to any employee, consultants or agents of MBX, ADM Sub, or the Joint Sales Company or any of their respective Affiliates, shall be made only if and to the extent necessary to carry out its rights and responsibilities under this Agreement and shall be limited to the maximum extent possible consistent with such rights and responsibilities. MBX, ADM Sub and the Joint Sales Company each further agree that any disclosure of another Party's Confidential Information or any transfer of another Party's Proprietary Materials as permitted by the other Party preceding sentence shall only be made to any such of its Affiliates, the recipient Party's employees, consultants, contractors, subcontractors, agents or other Third Parties to enable such other Party to exercise its rights or to carry out its responsibilities under this Agreement; [***] Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. provided, that any such disclosure or transfer will be made only to Persons who are bound by obligations no less stringent than those described in the provisions herein. In addition, MDACC and Company each agrees that the other Party may disclose its Confidential Information: (i) on a need-to-know basis to such other Party’s professional, legal and financial advisors; (ii) as reasonably necessary in connection with an actual or potential (A) permitted license or sublicense of such other Party’s rights hereunder, (B) debt or equity financing of such other Party, or (C) merger, acquisition, consolidation, share exchange or other similar transaction involving such Party and any Third Party; (iii) to any Third Party that is or may be engaged by a Party to perform services in connection with the research, Development or the Commercialization of Licensed Products as necessary to enable such Third Party to perform such services; and (iv) for any other purpose with the other Party’s written consent, which consent will not be unreasonably withheld, conditioned or delayed; provided, that, any such disclosure or transfer in (i) - (iv) will only be made to persons Affiliates who are bound by written confidentiality obligations no less restrictive than those described in Section 13.1 to maintain the confidentiality thereof and not to use such Confidential Information or Proprietary Materials except as expressly permitted by this Agreement. MBX, ADM Sub and the Joint Sales Company each further agree not to disclose or transfer the other Party's Confidential Information or Proprietary Materials to any third parties under any circumstance without the prior written approval from the relevant other Party (csuch approval not to be unreasonably withheld), except as otherwise required by law, or except as otherwise expressly permitted by this Agreement. Each Party shall take such action, and shall cause its Affiliates to take such action, to preserve the confidentiality of MDACC the other Party's Confidential Information and Company further agrees Proprietary Materials as it would customarily take to preserve the confidentiality of its own Confidential Information and Proprietary Materials, and in no event, less than reasonable care. Each Party, upon the request of another Party, will return all of such other Party's Proprietary Information and Confidential Materials disclosed or transferred to it pursuant to this Agreement which does not constitute Joint Program Technology, including all copies and extracts of documents and all manifestations in whatever form, within two (2) months of the request or, within two (2) weeks of the termination or expiration of this Agreement; provided, however, that a Party may retain Confidential Information and Proprietary Materials of the other Party may disclose relating to any license which survives such Party’s termination and one copy of all other Confidential Information or provide such Party’s Proprietary Materials: (v) as reasonably necessary to file, prosecute or maintain Patent Rights, or to file, prosecute or defend litigation related to Patent Rights, may be retained in accordance its legal files solely for the purpose of monitoring compliance with this Agreement, provided, that in the case of any disclosure under this clause (v), to the extent reasonably possible, the disclosing Party will provide the other Party with reasonable advance notice of and an opportunity to comment on any such required disclosure; or (vi) as required by Applicable Laws; provided, that in the case of any disclosure under this clause (vi), the disclosing Party will (A) if practicable, provide the other Party with reasonable advance notice of and an opportunity to comment on any such required disclosure, and (B) if requested by the other Party, cooperate in all reasonable respects with the other Party’s efforts to obtain confidential treatment or a protective order with respect to any such disclosure, at the other Party’s expenseArticle 13.