Common use of Permitted Disclosure Clause in Contracts

Permitted Disclosure. A Party (the “Receiving Party”) may disclose relevant aspects of the Confidential Information of the other Party (the “Disclosing Party”) to the officers, directors, employees, professional advisors (including accountants and insurers), Affiliates, contractors and other agents of the Receiving Party (including, with respect to BNY Mellon, entities that perform Indirect Activities) to the extent such disclosure is necessary for the current or future performance of the Receiving Party’s obligations to the Disclosing Party (or as otherwise permitted under the Agreement); provided that the Receiving Party causes such Confidential Information to be held in confidence by the recipient to the same extent and in the same manner as required under the Agreement. In addition, (1) subject to Section 12.07, the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent required to comply with Law (provided that to the extent permissible by Law, the Receiving Party provides the Disclosing Party with prior notice of such disclosure and works with the Disclosing Party to resist or limit the scope of such disclosure and further provided that the Receiving Party limits such disclosure to the information or records required to satisfy the request or inquiry and to the entity (or entities) to whom such disclosure is required to be made), (2) each Party may disclose Confidential Information of the other Party to Governmental Authorities having jurisdiction over such Party, subject to Section 12.03, (3) Voya may disclose Confidential Information of BNY Mellon relating to the Services to the Voya Funds and their external auditors in connection with a response by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no such BNY Mellon Confidential Information may be provided to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (b) any such Voya Fund or third party receiving such Confidential Information of BNY Mellon shall be subject to confidentiality obligations that are no less restrictive than those set forth in the Agreement, and (4) BNY Mellon may disclose the Confidential Information of Voya and the Voya Funds to (a) BNY Mellon Affiliates, (b) BNY Mellon Agents, and (c) other third parties (to the extent instructed by Voya), in each case, to the extent necessary to provide the Services.

Permitted Disclosure. A Party Notwithstanding the provisions of Section 12.1 (the “Receiving Party”) may disclose relevant aspects of the Confidential Information of the other Party (the “Disclosing Party”) to the officers, directors, employees, professional advisors (including accountants Nondisclosure and insurersNon-Use), Affiliates, contractors and other agents of the Receiving Party (including, with respect to BNY Mellon, entities that perform Indirect Activities) to the extent such disclosure is necessary for the current or future performance of the Receiving Party’s obligations to the Disclosing Party (or as otherwise permitted under the Agreement); provided that the Receiving Party causes such Confidential Information to be held in confidence by the recipient to the same extent and in the same manner as required under the Agreement. In addition, (1) subject to Section 12.07, the Receiving Party may disclose Confidential Information of belonging to the Disclosing Party only to the extent required such disclosure is reasonably necessary in the following instances: (a) filing or Prosecution of Patent Rights as permitted by this Agreement; (b) filing of Regulatory Materials in order to comply obtain or maintain Regulatory Approvals; (c) prosecuting or defending litigation as contemplated by this Agreement; (d) complying with Applicable Law or regulation or order of any or court or Government [***] = Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment requested under 17 C.F.R. Sections 200.80(b)(4) and 230.406. Authority, including responding to a subpoena in a Third Party litigation; or (provided e) to its Affiliates, Sublicensees or prospective Sublicensees, Subcontractors or prospective Subcontractors, payors, consultants, agents, and advisors on a “need-to-know” basis in order for the Receiving Party to exercise its rights or fulfill its obligations under this Agreement, each of whom prior to disclosure must be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are substantially similar to those set forth in this Article 12 (Confidentiality) (but which obligations may be of shorter duration for Third Parties, but at least [***] years); provided, however, that, in each of the extent permissible by Lawabove situations, the Receiving Party provides the Disclosing Party with prior notice of such disclosure and works with the Disclosing Party will remain responsible for any failure by any Person who receives Confidential Information pursuant to resist or limit the scope of such disclosure and further provided that the Receiving Party limits such disclosure to the information or records required to satisfy the request or inquiry and to the entity Section 12.3.2 (or entitiesNotice; Confidential Treatment) to whom such disclosure is required to be made), (2) each Party may disclose Confidential Information of the other Party to Governmental Authorities having jurisdiction over such Party, subject to Section 12.03, (3) Voya may disclose Confidential Information of BNY Mellon relating to the Services to the Voya Funds and their external auditors in connection with a response by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no such BNY Mellon Confidential Information may be provided to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (b) any such Voya Fund or third party receiving treat such Confidential Information of BNY Mellon shall be subject to confidentiality obligations that are no less restrictive than those set forth in as required under this Article 12 (Confidentiality). Notwithstanding the Agreementforegoing, (i) [***], and (4ii) BNY Mellon Licensee may disclose the Confidential Information of Voya Takeda to its Parent Affiliates and its Parent Affiliates’ direct and indirect subsidiaries solely in connection with and for the Voya Funds to (a) BNY Mellon Affiliates, (b) BNY Mellon Agents, purpose of the performance of administrative services for Licensee and (c) other third parties (to the extent instructed by Voya), in each case, to the extent necessary to provide the Servicesfor internal reporting and compliance purposes.

Permitted Disclosure. A Party Notwithstanding the foregoing, (i) the “Receiving Party”) Company may disclose relevant aspects the existence or content of any of the Confidential Information to its current or bona fide prospective investors, directors, officers, employees, shareholders, investment bankers, lenders, hedge counterparties, agents, trustees, arrangers, accountants, auditors, insurers, business or financial advisors, and attorneys, in each case only where such Persons are under appropriate nondisclosure obligations imposed by professional ethics, law or otherwise; (ii) each Investor (and its fund manager) may, without disclosing the identities of the other Party (shareholders or the “Disclosing Party”) financing terms of their respective investments in the Company without such other shareholder’s or the Company’s consent, disclose such Investor’s investment in the Company to other Persons or to the public at its sole discretion and in relation thereto may use the Company’s logo and trademark (without requiring the Company’s further consent), and if it does so, the other Parties shall have the right to disclose to other Persons any such information disclosed in a press release or other public announcement by such Investor; (iii) each Investor may disclose the existence or content of any of the Confidential Information to its current or bona fide prospective partners, co-investors and financing sources or transferees, Affiliates and its and their respective employees, officers, directors, employeesbankers, lenders, accountants, legal counsels, business partners or representatives or advisors who need to know such information as such Investor deems appropriate and in each case only where such Persons are under appropriate nondisclosure obligations imposed by professional advisors ethics, law or otherwise; and (including accountants and insurers), Affiliates, contractors and other agents iv) each Investor may disclose the existence or content of any of the Receiving Party (including, with respect to BNY Mellon, entities that perform Indirect Activities) to the extent such disclosure is necessary financing terms for the current fund and inter-fund reporting purposes and any information contained in press releases or future performance public announcements of the Receiving Party’s obligations to the Disclosing Party (or as otherwise permitted under the Agreement); provided that the Receiving Party causes such Confidential Information to be held in confidence by the recipient to the same extent and in the same manner as required under the Agreement. In addition, (1) subject Company pursuant to Section 12.07, the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent required to comply with Law (provided that to the extent permissible by Law, the Receiving Party provides the Disclosing Party with prior notice of such disclosure and works with the Disclosing Party to resist or limit the scope of such disclosure and further provided that the Receiving Party limits such disclosure to the information or records required to satisfy the request or inquiry and to the entity (or entities) to whom such disclosure is required to be made17.8(ii), (2) each Party may disclose Confidential Information of the other Party to Governmental Authorities having jurisdiction over such Party, subject to Section 12.03, (3) Voya may disclose Confidential Information of BNY Mellon relating to the Services to the Voya Funds and their external auditors in connection with a response by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no such BNY Mellon Confidential Information may be provided to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (b) any such Voya Fund or third party receiving such Confidential Information of BNY Mellon shall be subject to confidentiality obligations that are no less restrictive than those set forth in the Agreement, and (4v) BNY Mellon any Party may disclose the Confidential Information of Voya and to any Person to which disclosure is approved in writing by the Voya Funds Party providing the Confidential Information. Any Party may also provide disclosure in order to (acomply with applicable Laws, as set forth in Section 17.8(iii) BNY Mellon Affiliates, (b) BNY Mellon Agents, and (c) other third parties (to the extent instructed by Voya), in each case, to the extent necessary to provide the Services.below;

Permitted Disclosure. A Party Notwithstanding the foregoing, (i) the “Receiving Party”) Company may disclose relevant aspects the existence or content of any of the Confidential Information to its current or bona fide prospective investors, directors, officers, employees, shareholders, investment bankers, lenders, hedge counterparties, agents, trustees, arrangers, accountants, auditors, insurers, business or financial advisors, and attorneys, in each case only where such Persons are under appropriate nondisclosure obligations imposed by professional ethics, law or otherwise; (ii) VKC (and its fund manager) may, without disclosing the identities of the other Party (shareholders or the “Disclosing Party”) financing terms of their respective investments in the Company without such other shareholder’s or the Company’s consent, disclose VKC’s investment in the Company to other Persons or to the public at its sole discretion and in relation thereto may use the Company’s logo and trademark (without requiring the Company’s further consent), and if it does so, the other Parties shall have the right to disclose to other Persons any such information disclosed in a press release or other public announcement by VKC; (iii) VKC may disclose the existence or content of any of the Confidential Information to its current or bona fide prospective partners, co-investors and financing sources or transferees, Affiliates and its and their respective employees, officers, directors, employeesbankers, lenders, accountants, legal counsels, business partners or representatives or advisors who need to know such information as VKC deems appropriate and in each case only where such Persons are under appropriate nondisclosure obligations imposed by professional advisors ethics, law or otherwise; (including accountants and insurers), Affiliates, contractors and other agents iv) VKC may disclose the existence or content of any of the Receiving Party (including, with respect to BNY Mellon, entities that perform Indirect Activities) to the extent such disclosure is necessary financing terms for the current fund and inter-fund reporting purposes and any information contained in press releases or future performance public announcements of the Receiving Party’s obligations Company pursuant to the Disclosing Party (or as otherwise permitted under the AgreementSection 9.9(b); provided that the Receiving Party causes such Confidential Information to be held in confidence by the recipient to the same extent and in the same manner as required under the Agreement. In addition, (1) subject to Section 12.07, the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent required to comply with Law (provided that to the extent permissible by Law, the Receiving Party provides the Disclosing Party with prior notice of such disclosure and works with the Disclosing Party to resist or limit the scope of such disclosure and further provided that the Receiving Party limits such disclosure to the information or records required to satisfy the request or inquiry and to the entity (or entities) to whom such disclosure is required to be made), (2) each Party may disclose Confidential Information of the other Party to Governmental Authorities having jurisdiction over such Party, subject to Section 12.03, (3) Voya may disclose Confidential Information of BNY Mellon relating to the Services to the Voya Funds and their external auditors in connection with a response by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no such BNY Mellon Confidential Information may be provided to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (bv) any such Voya Fund or third party receiving such Confidential Information of BNY Mellon shall be subject to confidentiality obligations that are no less restrictive than those set forth in the Agreement, and (4) BNY Mellon Party may disclose the Confidential Information of Voya and to any Person to which disclosure is approved in writing by the Voya Funds Party providing the Confidential Information. Any Party may also provide disclosure in order to (acomply with applicable Laws, as set forth in Section 9.9(c) BNY Mellon Affiliates, (b) BNY Mellon Agents, and (c) other third parties (to the extent instructed by Voya), in each case, to the extent necessary to provide the Servicesbelow.

Permitted Disclosure. A Each Party (the “Receiving Party”) may disclose relevant aspects agrees that its use of the Confidential Information of the other Party will be solely for the Permitted Purposes and that such information will be kept confidential and disclosed to no other Person; provided, that each Party may disclose, or may permit disclosure of, Confidential Information (the “Disclosing Party”i) to the officersits respective auditors, directorsattorneys, employeesfinancial advisors, professional advisors (including accountants and insurers), Affiliates, contractors bankers and other agents of the Receiving Party (including, with respect appropriate consultants and advisors who have a need to BNY Mellon, entities that perform Indirect Activities) to the extent such disclosure is necessary for the current or future performance of the Receiving Party’s obligations to the Disclosing Party (or as otherwise permitted under the Agreement); provided that the Receiving Party causes know such Confidential Information in furtherance of effecting the Permitted Purposes, who have been informed of the confidential nature of such information and who have been directed, and who shall have agreed, to be held in confidence by treat such information confidentially and to use such information only for the recipient to the same extent Permitted Purposes and in the same manner as required under the Agreement. In addition, (1) subject to Section 12.07, the Receiving Party may disclose Confidential Information respect of the Disclosing Party to the extent required whose failure to comply with Law such obligations, such Party will be responsible, (provided that ii) if such Party or any of the members of such Party’s respective Group is compelled to disclose any such information by judicial or administrative process or, in the opinion of independent legal counsel, by other requirements of Applicable Law, (iii) if any such information is or becomes generally available to the extent permissible public other than as a result of a disclosure in violation of this Agreement or (iv) if such information was or becomes available to either Party or any member of its respective Group on a non-confidential basis and from a source (other than the other Party or any Affiliate, director, officer, employee, agent, consultant, advisor and other representative of such Party) that is not known after actual inquiry to be bound by Lawa confidentiality obligation. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (ii) above, the Receiving first Party provides shall promptly notify the Disclosing Party with prior notice other of the existence of such disclosure and works with the Disclosing Party to resist or limit the scope of such disclosure and further provided that the Receiving Party limits such disclosure to the information or records required to satisfy the request or inquiry demand and shall provide the other a reasonable opportunity to seek an appropriate confidentiality agreement, protective order or other remedy at the entity (reasonable cost and expense of the disclosing party and which both Parties will cooperate in obtaining. In the event that such appropriate protective order or entities) to whom such disclosure other remedy is not obtained, the Party whose Confidential Information is required to be made)disclosed shall, (2) each Party may disclose Confidential Information or shall cause to be, furnished, only that portion of the other Party to Governmental Authorities having jurisdiction over such Party, subject to Section 12.03, (3) Voya may disclose Confidential Information of BNY Mellon relating to the Services to the Voya Funds and their external auditors in connection with a response by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no such BNY Mellon Confidential Information may be provided to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (b) any such Voya Fund or third party receiving such Confidential Information of BNY Mellon shall be subject to confidentiality obligations that are no less restrictive than those set forth in the Agreement, and (4) BNY Mellon may disclose the Confidential Information of Voya and the Voya Funds that is legally required to (a) BNY Mellon Affiliates, (b) BNY Mellon Agents, and (c) other third parties (to the extent instructed by Voya), in each case, to the extent necessary to provide the Servicesbe disclosed.

Permitted Disclosure. A Party Notwithstanding the foregoing, (i) the “Receiving Party”) Company may disclose relevant aspects the existence or content of any of the Confidential Information to its current or bona fide prospective investors, directors, officers, employees, shareholders, investment bankers, lenders, hedge counterparties, agents, trustees, arrangers, accountants, auditors, insurers, business or financial advisors, and attorneys, in each case only where such Persons are under appropriate nondisclosure obligations imposed by professional ethics, law or otherwise; (ii) each Series A-1 Investor (and its fund manager) may, without disclosing the identities of the other Party (shareholders or the “Disclosing Party”) financing terms of their respective investments in the Company without such other shareholder’s or the Company’s consent, disclose such Series A-1 Investor’s investment in the Company to other Persons or to the public at its sole discretion and in relation thereto may use the Company’s logo and trademark (without requiring the Company’s further consent), and if it does so, the other Parties shall have the right to disclose to other Persons any such information disclosed in a press release or other public announcement by such Series A-1 Investor; (iii) each Series A-1 Investor may disclose the existence or content of any of the Confidential Information to its current or bona fide prospective partners, co-investors and financing sources or transferees, Affiliates and its and their respective employees, officers, directors, employeesbankers, lenders, accountants, legal counsels, business partners or representatives or advisors who need to know such information as such Series A-1 Investor deems appropriate and in each case only where such Persons are under appropriate nondisclosure obligations imposed by professional advisors ethics, law or otherwise; (including accountants and insurers), Affiliates, contractors and other agents iv) each Series A-1 Investor may disclose the existence or content of any of the Receiving Party (including, with respect to BNY Mellon, entities that perform Indirect Activities) to the extent such disclosure is necessary financing terms for the current fund and inter-fund reporting purposes and any information contained in press releases or future performance public announcements of the Receiving Party’s obligations Company pursuant to the Disclosing Party (or as otherwise permitted under the AgreementSection 10.9(b); provided that the Receiving Party causes such Confidential Information to be held in confidence by the recipient to the same extent and in the same manner as required under the Agreement. In addition, (1) subject to Section 12.07, the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent required to comply with Law (provided that to the extent permissible by Law, the Receiving Party provides the Disclosing Party with prior notice of such disclosure and works with the Disclosing Party to resist or limit the scope of such disclosure and further provided that the Receiving Party limits such disclosure to the information or records required to satisfy the request or inquiry and to the entity (or entities) to whom such disclosure is required to be made), (2) each Party may disclose Confidential Information of the other Party to Governmental Authorities having jurisdiction over such Party, subject to Section 12.03, (3) Voya may disclose Confidential Information of BNY Mellon relating to the Services to the Voya Funds and their external auditors in connection with a response by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no such BNY Mellon Confidential Information may be provided to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (bv) any such Voya Fund or third party receiving such Confidential Information of BNY Mellon shall be subject to confidentiality obligations that are no less restrictive than those set forth in the Agreement, and (4) BNY Mellon Party may disclose the Confidential Information of Voya and to any Person to which disclosure is approved in writing by the Voya Funds Party providing the Confidential Information. Any Party may also provide disclosure in order to (acomply with applicable Laws, as set forth in Section 10.9(c) BNY Mellon Affiliates, (b) BNY Mellon Agents, and (c) other third parties (to the extent instructed by Voya), in each case, to the extent necessary to provide the Servicesbelow.

Permitted Disclosure. A Party (the “Receiving Party”) Each party hereto may disclose relevant aspects of the Confidential Information of the other Party (the “Disclosing Party”) to the officersextent that such disclosure is: (i) made in response to a valid Judgment of a court of competent jurisdiction or valid Judgment or other binding requirement of any other Governmental Entity of competent jurisdiction; provided, directorshowever, employeesthat, professional advisors (including accountants and insurers)unless prohibited by applicable Law, Affiliates, contractors and other agents of the Receiving Party (includingshall first have, with respect to BNY Mellon, entities that perform Indirect Activities) to the extent such disclosure is necessary for the current or future performance of the Receiving Party’s obligations reasonably practicable, given written notice to the Disclosing Party (and given the Disclosing Party a reasonable opportunity, and provided reasonable assistance to the Disclosing Party, in each case at the expense of the Disclosing Party, to quash such Judgment or as otherwise permitted under the Agreement); provided to obtain a protective order requiring that the Receiving Party causes such Confidential Information or documents to be disclosed be held in confidence by such court or Governmental Entity or, if disclosed, be used only for the recipient purposes for which the Judgment was issued or as to which the same extent binding requirement relates; and in provided further that if a Judgment is not quashed or a protective order is not obtained, the same manner as required under the Agreement. In addition, (1) subject to Section 12.07, Confidential Information disclosed by the Receiving Party may disclose in response to such Judgment shall be limited to that information that is legally required to be disclosed; (ii) required in connection with any binding proceeding before an arbitral body; provided, however, that the Confidential Information of disclosed by the Disclosing Receiving Party in response to such binding proceeding shall be limited to the information that is required to be disclosed in response to such binding proceeding, and provided further that reasonable measures shall be taken by the Receiving Party to assure confidential treatment of such information; or (iii) otherwise required by applicable Law as determined in good faith by the extent required to comply with Law (provided that to Receiving Party upon the extent permissible receipt of its advice of its legal counsel; provided, however, that, unless prohibited by applicable Law, the Receiving Party provides the Disclosing Party with prior notice of such disclosure and works with the Disclosing Party to resist or limit the scope of such disclosure and further provided that the Receiving Party limits such disclosure to the information or records required to satisfy the request or inquiry and to the entity (or entities) to whom such disclosure is required to be made), (2) each Party may disclose Confidential Information of the other Party to Governmental Authorities having jurisdiction over such Party, subject to Section 12.03, (3) Voya may disclose Confidential Information of BNY Mellon relating to the Services to the Voya Funds and their external auditors in connection with a response by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no such BNY Mellon Confidential Information may be provided to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (b) any such Voya Fund or third party receiving such Confidential Information of BNY Mellon shall be subject to confidentiality obligations that are no less restrictive than those set forth in the Agreement, and (4) BNY Mellon may disclose the Confidential Information of Voya and the Voya Funds to (a) BNY Mellon Affiliates, (b) BNY Mellon Agents, and (c) other third parties (to the extent instructed by Voya), in each casefirst have, to the extent necessary reasonably practicable, given written notice to provide the ServicesDisclosing Party and given the Disclosing Party a reasonable opportunity, and provided reasonable assistance to the Disclosing Party, in each case at the expense of the Disclosing Party, to obtain a protective order requiring that the Confidential Information or documents that are required to be disclosed be held in confidence; and provided further that if a protective order is not obtained, the Confidential Information disclosed by the Receiving Party shall be limited to that information that is legally required to be disclosed.

Permitted Disclosure. A Each Party (the “Receiving Party”) may disclose relevant aspects of the Confidential Information of the other Party (the “Disclosing Party”) shall be entitled to the officers, directors, employees, professional advisors (including accountants and insurers), Affiliates, contractors and other agents of the Receiving Party (including, with respect to BNY Mellon, entities that perform Indirect Activities) to the extent such disclosure is necessary for the current or future performance of the Receiving Party’s obligations to the Disclosing Party (or as otherwise permitted under the Agreement); provided that the Receiving Party causes such Confidential Information to be held in confidence by the recipient to the same extent and in the same manner as required under the Agreement. In addition, (1) subject to Section 12.07, the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent required to comply with Law (provided that to the extent permissible by Law, the Receiving Party provides the Disclosing Party with prior notice of such disclosure and works with the Disclosing Party to resist or limit the scope of such disclosure and further provided that the Receiving Party limits such disclosure to the information or records required to satisfy the request or inquiry and to the entity (or entities) to whom such disclosure is required to be made), (2) each Party may disclose Confidential Information of the other Party to Governmental Authorities having jurisdiction over such Party, subject to Section 12.03, (3) Voya may disclose Confidential Information consultants and other third parties for exercising GENENTECH CONFIDENTIAL the rights and performing the obligations of BNY Mellon relating to the Services to the Voya Funds and their external auditors in connection with a response by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya AuditorsParty under this Agreement, provided that (a) no such BNY Mellon Confidential Information may be provided to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (b) any such Voya Fund or the third party receiving such Confidential Information of BNY Mellon shall be subject agrees in writing to confidentiality obligations that are no less restrictive than protective of the Disclosing Party`s rights as those under this Agreement. For clarity, Genentech may provide to third party(ies) all materials and information received from TolerRx hereunder (including but not limited to TolerRx Know-how), provided that such third party agrees in writing to confidentiality obligations no less protective of the TolerRx's rights as those under this Agreement. Notwithstanding the foregoing, TolerRx shall not disclose any Genentech Confidential Information (including but not limited to any information and reports under Section 6, and Licensed Product Manufacturing Know-how (except that TolerRx may disclose Licensed Product Manufacturing Know-how to the designated contract manufacturer set forth in Section 9.5(c)(iii) in accordance therewith for the Agreementpurposes set forth therein) to any third party, unless TolerRx has obtained prior written consent from Genentech for such disclosure. With respect to information that TolerRx is required under the Third Party Agreements to disclose in reports to Isis, CUTS or University, the Parties shall discuss the appropriate content of such disclosure and (4) BNY Mellon may TolerRx shall disclose only the Confidential Information of Voya content that is mutually agreed upon by the Parties and such information shall be used by Isis, CUTS, or University only for a purpose mutually agreed upon by the Voya Funds to (a) BNY Mellon AffiliatesParties, (b) BNY Mellon Agents, and (c) other third parties (to taking into account the extent instructed limited disclosure required by Voya), in each case, to the extent necessary to provide the ServicesThird Party Agreements.

Permitted Disclosure. A Party (the “Receiving Disclosing Party”) may disclose relevant aspects or permit the disclosure of the Confidential Information of the other Party (the “Disclosing Party”) Information: to the officers, directors, employees, professional advisors (including accountants and insurers), Affiliates, contractors and other agents of the Receiving Party (including, with respect to BNY Mellon, entities that perform Indirect Activities) its employees to the extent such disclosure that it is reasonably necessary for the current and to any person (including insurance, legal, technical and financial advisers, auditors and accountants) engaged in providing any goods, works or future performance of the Receiving Party’s obligations services to the Disclosing Party (in connection with and for the purposes of this contract; in the case of the heat supplier to any replacement heat supplier or as otherwise permitted any entity engaged or which may be engaged on or following the termination of this contract to perform any of the obligations of the heat supplier under this contract; to the Agreement); provided extent that the Receiving Party causes such Confidential Information to be held in confidence by the recipient confidential information: has become publicly available or generally known to the same extent and public at the time of such disclosure otherwise than as a result of a breach of this Clause 17. was already in the same manner as required under the Agreement. In addition, (1) subject to Section 12.07, the Receiving Party may disclose Confidential Information unrestricted possession of the Disclosing Party prior to receiving or obtaining such confidential information as a result of entering into or performing this contract; and was lawfully received or obtained by the disclosing party from any person without restriction on its use or disclosure; to enable a determination to be made under Clause 27 (Dispute Resolution Procedure). when required to do so in any jurisdiction: by Applicable Law; by or pursuant to the rules or any order of any court, tribunal or agency of competent jurisdiction; or by any securities exchange, Recognised Investment Exchange or regulatory or governmental body having jurisdiction over it wherever situated; to any regulatory or governmental body (including any Regulatory Body) in any jurisdiction and having jurisdiction over: the Disclosing Party; or the obtaining, monitoring and/or enforcement of any Authorisation; to enable any registration or recording of any Authorisation; to a relevant tax authority in any jurisdiction to the extent required to comply with Law (provided that to for the extent permissible by Law, proper management of the Receiving Party provides taxation affairs of the Disclosing Party with prior notice Party; to insurers for the purpose of such disclosure and works with the Disclosing Party to resist or limit the scope of such disclosure and further provided that the Receiving Party limits such disclosure to the information or records required to satisfy the request or inquiry and to the entity (or entities) to whom obtaining any insurances; if such disclosure is expressly permitted by some other provision of this Agreement or if the other Party has given prior written approval to the disclosure (such approval not to be unreasonably withheld or delayed). Obligations preserved Subject to Clause 17.3.2 and Clause 17.4 if a Party is required to be made), (2) each Party may disclose Confidential Information in a manner permitted by Clause 17.2.2, or Clause 17.2.9 then it shall: inform the person to whom Confidential Information is to be disclosed of the other restrictions contained in this Agreement; and ensure that such person shall observe such restrictions notwithstanding that such person is not Party to Governmental Authorities having jurisdiction over such Partythis Agreement. For the avoidance of doubt, subject a Party is deemed to Section 12.03have satisfied its obligation in Clause 17.3.1(b) if, (3) Voya may disclose Confidential Information of BNY Mellon relating prior to the Services to the Voya Funds and their external auditors in connection with a response by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no such BNY Mellon Confidential Information may be provided to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (b) any such Voya Fund or third party receiving such Confidential Information disclosure of BNY Mellon shall be subject to confidentiality obligations that are no less restrictive than those set forth in the Agreement, and (4) BNY Mellon may disclose the Confidential Information of Voya and Information, it enters into a contract with the Voya Funds person referred to (ain Clause 17.3.1(b) BNY Mellon Affiliates, (b) BNY Mellon Agents, and (c) other third parties (which contains an equivalent confidentiality arrangement to the extent instructed by Voya), in each case, to the extent necessary to provide the Servicesthis Clause 17.

Permitted Disclosure. A Party (the “Receiving Party”) may disclose relevant aspects of the Confidential Information of the other Party (the “Disclosing Party”) to the officers, directors, employees, professional advisors (including accountants and insurers), Affiliates, contractors and other agents of the Receiving Party (including, with respect to BNY Mellon, entities that perform Indirect Activities) to the extent such disclosure is necessary for the current or future performance of the Receiving Party’s obligations to the Disclosing Party (or as otherwise permitted under the Agreement); provided that the Receiving Party causes such Confidential Information to be held in confidence by the recipient to the same extent and in the same manner as required under the Agreement. In addition, (1) subject to Section 12.07, the Receiving Party may disclose Confidential Information of the Disclosing another Party to (i) its Affiliates, and to its and their directors, employees, consultants, attorneys, and agents, in each case who have a specific need to know such Confidential Information and who are bound by a like obligation of confidentiality and restriction on use; (ii) any bona fide actual or prospective assignees, collaborators, underwriters, investors, lenders or other financing sources who are obligated to keep such information confidential, to the extent reasonably necessary to enable such actual or prospective assignees, collaborators, underwriters, investors, lenders or other financing sources to determine their interest in collaborating with, underwriting or making an investment in, or otherwise providing financing to, or purchasing the relevant assets of, the receiving Party; (iii) the FDA as may be necessary or useful in obtaining and maintaining final approval of the Par ANDA and launching the Par Vial Product and the Par PFS Product when and as permitted by this Settlement Agreement, so long as Par requests that the FDA maintain such terms in confidence; and (iv) the extent such disclosure is required or advisable to comply with Law (provided that to the extent permissible by Applicable Law, including without limitation SEC reporting requirements, disclosure requirements to a Party’s bondholders, noteholders, or debtholders, or the Receiving disclosure requirements of any stock exchange that a Party is subject to, or to defend or prosecute litigation or in connection with settlement negotiations, provided, however, that the receiving Party provides the Disclosing Party with prior written notice of such disclosure and works with the Disclosing Party to resist or limit the scope of such disclosure and further provided that the Receiving Party limits such disclosure to the information disclosing Party. If a Governmental Entity directs or records required recommends to satisfy Par that Par transfer the request or inquiry and Par ANDA to the entity (or entities) to whom such disclosure is required to be made)a Third Party, (2) each Party Par may disclose Confidential Information a copy of the other this Settlement Agreement to a Third Party to Governmental Authorities having jurisdiction over such Party, subject to Section 12.03, (3) Voya may disclose Confidential Information of BNY Mellon relating to the Services to the Voya Funds and their external auditors in connection with such a response by Voya possible transfer so long as the Third Party agrees in writing to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no such BNY Mellon Confidential Information may be provided to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (b) any such Voya Fund or third party receiving such Confidential Information confidential treatment of BNY Mellon shall be subject to confidentiality obligations that are this Settlement Agreement no less restrictive than those the confidentiality obligations set forth in the Paragraph 12 of this Agreement, and (4) BNY Mellon may disclose the Confidential Information of Voya and the Voya Funds to (a) BNY Mellon Affiliates, (b) BNY Mellon Agents, and (c) other third parties (to the extent instructed by Voya), in each case, to the extent necessary to provide the Services.

Permitted Disclosure. A The Receiving Party (the “Receiving Party”) may disclose relevant aspects the Disclosing Party’s Confidential Information to Authorised Personnel on a strictly need to know basis and provided that: such Authorised Personnel know of the Confidential Information confidential nature of the other Party (information and that they owe a duty of confidence to the “Disclosing Party”) , before any disclosure; such Authorised Personnel are subject to the officers, directors, employees, professional advisors (including accountants written confidentiality obligations equivalent to those set out in this agreement; and insurers), Affiliates, contractors and other agents of the Receiving Party (including, with respect to BNY Mellon, entities that perform Indirect Activities) to the extent such disclosure is necessary remains responsible at all times for the current or future performance Authorised Personnel’s compliance with the obligations set out in this agreement and remains liable for any breach of the Receiving Party’s such obligations to the Disclosing Party (or as otherwise permitted under the Agreement); provided that the Receiving Party causes such Confidential Information to be held in confidence by the recipient to the same extent and in the same manner as required under the Agreement. In addition, (1) subject to Section 12.07, the The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent required to comply with Law (provided that to the extent permissible by Law, the Receiving Party provides the Disclosing Party with prior notice of such disclosure and works with the Disclosing Party to resist or limit the scope of such disclosure and further provided that the Receiving Party limits such disclosure to the information or records required to satisfy the request or inquiry and to the entity (or entities) to whom such disclosure is required by law, or by any governmental or other regulatory authority, or by any court of competent jurisdiction provided that: to be made)the extent it is legally permitted to do so, (2) each Party may disclose Confidential Information it gives the other party as much notice of the disclosure as possible; where notice of disclosure is not prohibited and is given in accordance with this Clause 3.2, it takes into account the reasonable requests of the other Party to Governmental Authorities having jurisdiction over such Party, subject to Section 12.03, (3) Voya may disclose Confidential Information of BNY Mellon relating party in relation to the Services content of the disclosure; it takes into account the exemptions from disclosure available under the Freedom of Information Xxx 0000 and/or the Environmental Information Regulations 2004. The obligations of confidentiality set out in this agreement shall not apply to information which the Voya Funds and their external auditors Receiving Party can demonstrate: was lawfully in connection with a response by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no such BNY Mellon Confidential Information may be provided to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (b) any such Voya Fund or third party receiving such Confidential Information of BNY Mellon shall be subject to confidentiality obligations that are no less restrictive than those set forth in the Agreement, and (4) BNY Mellon may disclose its possession before the Confidential Information was disclosed to it by the Disclosing Party; was, or is, lawfully received from an independent third party without any obligation of Voya and confidentiality; was, or is, independently developed by the Voya Funds to (a) BNY Mellon AffiliatesReceiving Party without access or use of the Disclosing Party’s Confidential Information; and/or was, (b) BNY Mellon Agentsis, and (c) other third parties (or becomes generally available to the extent instructed by Voya), in each case, to public through no fault of the extent necessary to provide the ServicesReceiving Party.

Permitted Disclosure. A Party Notwithstanding the provisions of Section 12.1 (the “Receiving Party”) may disclose relevant aspects of the Confidential Information of the other Party (the “Disclosing Party”) to the officers, directors, employees, professional advisors (including accountants Nondisclosure and insurersNon-Use), Affiliates, contractors and other agents of the Receiving Party (including, with respect to BNY Mellon, entities that perform Indirect Activities) to the extent such disclosure is necessary for the current or future performance of the Receiving Party’s obligations to the Disclosing Party (or as otherwise permitted under the Agreement); provided that the Receiving Party causes such Confidential Information to be held in confidence by the recipient to the same extent and in the same manner as required under the Agreement. In addition, (1) subject to Section 12.07, the Receiving Party may disclose Confidential Information of belonging to the Disclosing Party only to the extent required such disclosure is reasonably necessary in the following instances: (a) filing or Prosecution of Patent Rights as permitted by this Agreement; (b) filing of Regulatory Materials in order to comply obtain or maintain Regulatory Approvals; (c) prosecuting or defending litigation as contemplated by this Agreement; (d) complying with Applicable Law or regulation or order of any or court or Government Authority, including responding to a subpoena in a Third Party litigation; or (provided e) to its Affiliates, Sublicensees or prospective Sublicensees, Subcontractors or prospective Subcontractors, payors, consultants, agents, and advisors on a “need-to-know” basis in order for the Receiving Party to exercise its rights or fulfill its obligations under this Agreement, each of whom prior to disclosure must be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are substantially similar to those set forth in this Article 12 (Confidentiality) (but which obligations may be of shorter duration for Third Parties, but at least [***] years); provided, however, that, in each of the extent permissible by Lawabove situations, the Receiving Party provides the Disclosing Party with prior notice of such disclosure and works with the Disclosing Party will remain responsible for any failure by any Person who receives Confidential Information pursuant to resist or limit the scope of such disclosure and further provided that the Receiving Party limits such disclosure to the information or records required to satisfy the request or inquiry and to the entity Section 12.3.2 (or entitiesNotice; Confidential Treatment) to whom such disclosure is required to be made), (2) each Party may disclose Confidential Information of the other Party to Governmental Authorities having jurisdiction over such Party, subject to Section 12.03, (3) Voya may disclose Confidential Information of BNY Mellon relating to the Services to the Voya Funds and their external auditors in connection with a response by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no such BNY Mellon Confidential Information may be provided to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (b) any such Voya Fund or third party receiving treat such Confidential Information of BNY Mellon shall be subject to confidentiality obligations that are no less restrictive than those set forth in as required under this Article 12 (Confidentiality). Notwithstanding the Agreementforegoing, (i) [***], and (4ii) BNY Mellon Licensee may disclose the Confidential Information of Voya Takeda to its Parent Affiliates and its Parent Affiliates’ direct and indirect subsidiaries solely in connection with and for the Voya Funds to (a) BNY Mellon Affiliates, (b) BNY Mellon Agents, purpose of the performance of administrative services for Licensee and (c) other third parties (to the extent instructed by Voya), in each case, to the extent necessary to provide the Servicesfor internal reporting and compliance purposes.

Permitted Disclosure. A Party (the “Receiving Party”) may disclose relevant aspects of the Confidential Information of the other Party (the “Disclosing Party”) to the officers, directors, employees, professional advisors (including accountants and insurers), Affiliates, contractors and other agents of the Receiving Party (including, with respect to BNY Mellon, entities that perform Indirect Activities) to the extent such disclosure is necessary for the current or future performance of the Receiving Party’s obligations to the Disclosing Party (or as otherwise permitted under the Agreement); provided that the Receiving Party causes such Confidential Information to be held in confidence by the recipient to the same extent and in the same manner as required under the Agreement. In addition, (1) subject to Section 12.07, the Receiving Party Each party may disclose Confidential Information to the limited extent necessary to comply with the order of a court or administrative body of competent jurisdiction or a government agency, provided that the Recipient will notify the Disclosing Party prior to the extent required to comply with Law (provided that to the extent permissible by Law, the Receiving Party provides the Disclosing Party with prior notice of such disclosure and works will cooperate with the Disclosing Party if the Disclosing Party elects to resist legally contest, request confidential treatment of, or limit otherwise avoid such disclosure. Data Privacy and Data Protection Addendum. Each party will comply with any reasonable and necessary data privacy and protection requirements which will be reviewed and executed by the scope of such disclosure and further provided parties. Each party also will ensure that the Receiving Party limits such disclosure Enterprise User undertakes all necessary measures to meet all requirements of the information or records required to satisfy the request or inquiry applicable data protection and to the entity privacy laws (“Data Privacy Laws”). If, under Data Privacy Laws, a party is a data processor (or entitiesdata importer) to whom such disclosure or a party is required to be madea sub-processor (or sub-importer), (2) each Party may disclose Confidential Information of party shall ensure that it shall be permitted to process each Enterprise User’s data for the other Party to Governmental Authorities having jurisdiction over such Party, subject to Section 12.03, (3) Voya may disclose Confidential Information of BNY Mellon relating to the Services to the Voya Funds and their external auditors in connection with a response by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that following purposes: (a) no such BNY Mellon Confidential Information may be provided to Voya Fund Investors (provide the Solution or such Voya Fund Investors’ representatives or designees) and Integrated Solutions; (b) any such Voya Fund to operate, maintain, enhance and support a Solution or third party receiving such Confidential Information of BNY Mellon shall be subject to confidentiality obligations that are no less restrictive than those set forth in the Agreement, Integrated Solutions (and (4related services) BNY Mellon may disclose the Confidential Information of Voya and the Voya Funds infrastructure used to (a) BNY Mellon Affiliates, (b) BNY Mellon Agents, support deployment; and (c) to respond to customer support requests. Each party shall notify the other third parties party of its standard Data Protection Agreement (to the extent instructed by Voyae.g., for Directly is available at xxxxx://xxxxxxxx.xxx/legal/msa/), which may be updated from time to time in each caseits reasonable discretion, to and will govern the extent necessary to provide the Servicesrelationship formed hereby. No Other Warranties. EXCEPT AS EXPRESSLY PROVIDED HEREIN, A SOLUTION AND THE INTEGRATED SOLUTIONS ARE PROVIDED “AS IS” AND NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY OF ITS SOLUTIONS, PRODUCTS AND SERVICES PROVIDED HEREUNDER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY DISCLAIMS ANY AND ALL OTHER PROMISES, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DATA ACCURACY, SYSTEM INTEGRATION, TITLE, NON-INFRINGEMENT AND QUIET ENJOYMENT OR NON- INTERFERENCE.

Permitted Disclosure. A Party (the “Receiving Party”) Recipient may disclose provide Discloser’s relevant aspects of the Confidential Information to its [ * ] and [ * ] agents or representatives of Atara who access the Facility or have access to Manufacturer Confidential Information pursuant to Section 5.2(d)), [ * ]; provided, however, that in each case (a) each of such [ * ] and all other Party agents or representatives of Atara who access the Facility or have access to Manufacturer Confidential Information pursuant to Section 5.2(d)), have a bona fide need to know Discloser’s Confidential Information to perform its obligations under this Agreement (the “Disclosing Party”including any Work Order executed hereunder), (b) are bound by written obligations of confidentiality with respect to the officers, directors, employees, professional advisors Discloser’s Confidential Information that are at least as restrictive as those set forth in this Agreement; and (including accountants c) Recipient remains liable for the compliance by and insurers), Affiliates, contractors and other agents breach of the Receiving Party such [ * ] (including, with respect to BNY MellonAtara, entities that perform Indirect Activities) [ * ] and all other agents or representatives of Atara who access the Facility or have access to Manufacturer Confidential Information pursuant to Section 5.2(d)), [ * ] with such obligations. Recipient may also disclose Discloser’s Confidential Information to third parties only to the extent such disclosure is necessary for required to comply with Applicable Law, the current rules of any stock exchange or future performance of the Receiving Party’s obligations listing entity, or to defend or prosecute litigation; provided, that to the Disclosing Party extent not prohibited by Applicable Law, Recipient provides prior written notice of such disclosure to Discloser, takes all reasonable and lawful actions to avoid or minimize the [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (or as otherwise permitted under the Agreement); provided that the Receiving Party causes i) not material and (ii) would be competitively harmful if publicly disclosed. degree of such disclosure, and cooperates reasonably with Discloser, at Discloser’s cost and expense, in any efforts to seek a protective order. If disclosure of Discloser’s Confidential Information is nevertheless required, Recipient will disclose only that portion of Discloser’s Confidential Information that is legally required and then only to be held in confidence by the recipient to the same extent and in the same manner as required under the Agreementthose parties legally required. In additionFurthermore, (1i) subject to Section 12.07, the Receiving Party Atara may disclose Confidential Information of the Disclosing Party Manufacturer [ * ] to the extent required Manufacture of Product to comply with Law (provided that [ * ], and who in each case have a specific need to the extent permissible by Law, the Receiving Party provides the Disclosing Party with prior notice of know such disclosure and works with the Disclosing Party to resist or limit the scope of such disclosure and further provided that the Receiving Party limits such disclosure to the information or records required to satisfy the request or inquiry and to the entity (or entities) to whom such disclosure is required to be made), (2) each Party may disclose Confidential Information and who are bound by a like obligation of the other Party to Governmental Authorities having jurisdiction over such Party, subject to Section 12.03, (3) Voya may disclose Confidential Information of BNY Mellon relating to the Services to the Voya Funds confidentiality and their external auditors in connection with a response by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, restrictions on use; provided that (a) no such BNY Mellon Confidential Information may be provided to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (b) any such Voya Fund or third party receiving such Confidential Information of BNY Mellon Manufacturer shall be subject to confidentiality obligations that are no less restrictive than those set forth in not include or reference any of the Agreement, information specified on Appendix E hereto; and (4ii) BNY Mellon Manufacturer may disclose the [ * ]of this Agreement and the fact that Manufacturer is performing the Services for Atara to [ * ], and who in each case have a specific need to know such Confidential Information and who are bound by a like obligation of Voya confidentiality and the Voya Funds to (a) BNY Mellon Affiliates, (b) BNY Mellon Agents, and (c) other third parties (to the extent instructed by Voya), in each case, to the extent necessary to provide the Servicesrestrictions on use.

Permitted Disclosure. A Party (the “Receiving Party”) Each party may disclose relevant aspects of the Confidential Information of belonging to the other Party (the “Disclosing Party”) to the officers, directors, employees, professional advisors (including accountants and insurers), Affiliates, contractors and other agents of the Receiving Party (including, with respect to BNY Mellon, entities that perform Indirect Activities) party to the extent such disclosure is reasonably necessary for the current or future performance of the Receiving Party’s obligations to the Disclosing Party (or as otherwise permitted under the Agreement); provided that the Receiving Party causes such Confidential Information to be held in confidence by the recipient to the same extent and in the same manner following instances: (a) in the case of Sublicensor, as required under the BU Agreement. In addition; (b) to obtain and maintain regulatory approvals with respect to a party’s Licensed Products or Licensed Processes, as applicable; (1c) complying with applicable court orders or applicable laws, rules or regulations; (d) disclosure to a party’s Affiliates and its and their contractors, consultants, agents, advisors, directors, officers and employees, provided that Confidential Information so disclosed shall remain subject to Section 12.07, the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent required to comply with Law this Article 4; and (provided that to the extent permissible by Law, the Receiving Party provides the Disclosing Party with prior notice of such disclosure and works with the Disclosing Party to resist or limit the scope of such disclosure and further provided that the Receiving Party limits such e) disclosure to the information or records required to satisfy the request or inquiry and to the entity (or entities) to whom such disclosure is required to be made), (2) each Party may disclose Confidential Information of the other Party to Governmental Authorities having jurisdiction over such Party, subject to Section 12.03, (3) Voya may disclose Confidential Information of BNY Mellon relating to the Services to the Voya Funds and their external auditors Third Parties in connection with a response by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no similar investigations by such BNY Mellon Confidential Information may be provided to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (b) any such Voya Fund or third party receiving such Confidential Information of BNY Mellon shall be subject to confidentiality obligations that are no less restrictive than those set forth in the AgreementThird Parties, and (4) BNY Mellon may disclose the Confidential Information of Voya and the Voya Funds disclosure to (a) BNY Mellon Affiliatespotential Third Party investors in confidential financing documents; provided, (b) BNY Mellon Agents, and (c) other third parties (to the extent instructed by Voya)however, in each case, that any such Third Party agrees to be bound by reasonable obligations of confidentiality and non-use. In addition, in the event a party is required to make a disclosure of the other party’s Confidential Information pursuant to the extent necessary preceding clause (c), it will, except where not reasonably practical, give reasonable advance notice to provide the Servicesother party of such disclosure and, at the other party’s request and expense, cooperate with the other party’s efforts to secure confidential treatment of such information. The parties agree to consult in good faith in connection ***Confidential Treatment Requested with the filing of this Agreement, including redaction of certain provisions of this Agreement, with the SEC, the NASDAQ stock exchange or any other stock exchange or governmental agency on which securities issued by a party or its Affiliate are traded; provided, that if the parties are unable to agree on the form or content of any required disclosure, such disclosure shall be limited to the minimum required as determined by the disclosing party in consultation with its legal counsel.

Permitted Disclosure. A Notwithstanding the provisions of Section 9.1, a receiving Party (the “Receiving Party”) may shall be permitted to disclose relevant aspects of the Confidential Information of the other disclosing Party (the “Disclosing Party”) to the officers, directors, employees, professional advisors (including accountants and insurers), Affiliates, contractors and other agents of the Receiving Party (including, with respect to BNY Mellon, entities that perform Indirect Activities) to the extent such disclosure Confidential Information: 9.2.1 is necessary disclosed to Governmental Authorities in order to (a) obtain or maintain Patent Rights in relation to the Licensed Compounds, Licensed Product or Companion Diagnostics in accordance with the terms hereof or (b) obtain or maintain approval to (i) conduct Clinical Trials for the current Licensed Product or future performance of Companion Diagnostics or (ii) market the Receiving Party’s obligations to the Disclosing Party (Licensed Product or as otherwise permitted under the Agreement)Companion Diagnostics; provided that the Receiving Party causes (in each case ((a) or (b)), such Confidential Information to disclosure may be held in confidence by the recipient only to the same extent and reasonably necessary to obtain or maintain such Patent Rights or approval in accordance with the same manner as required under provisions of this Agreement; provided that, to the Agreement. In addition, (1) subject to Section 12.07extent practicable, the Receiving disclosing Party may shall notify the other Party prior to making such disclosure; provided, further, that this Section 9.2.1 shall not permit (A) SeaGen to disclose any Confidential Information of the Disclosing Party Merck specific to the extent required any Merck Proprietary Product that is not specifically related to comply with Law a Merck Proprietary Combination; and (provided that B) Merck to the extent permissible by Law, the Receiving Party provides the Disclosing Party with prior notice of such disclosure and works with the Disclosing Party to resist or limit the scope of such disclosure and further provided that the Receiving Party limits such disclosure to the information or records required to satisfy the request or inquiry and to the entity (or entities) to whom such disclosure is required to be made), (2) each Party may disclose any Confidential Information of the other SeaGen specific to any SeaGen Proprietary Product that is not specifically related to a SeaGen Proprietary Combination; 9.2.2 is deemed necessary by a Party to Governmental Authorities having jurisdiction over be disclosed to its Related Parties, agent(s), consultant(s), or other Third Parties for the Development, Manufacture or Commercialization of Licensed Compounds or the Licensed Product for the Territory, or for such PartyPerson to determine their interest in performing such activities, subject in accordance with this Agreement on the condition that such Related Parties, agent(s), consultant(s), or other Third Parties agree to Section 12.03, (3) Voya may disclose Confidential Information of BNY Mellon relating to the Services to the Voya Funds be bound by confidentiality and their external auditors in connection with a response by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no such BNY Mellon Confidential Information may be provided to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (b) any such Voya Fund or third party receiving such Confidential Information of BNY Mellon shall be subject to confidentiality non-use obligations that are no less restrictive stringent than those set forth confidentiality and non-use obligations contained in this Agreement; provided, however, that the Agreementterm of confidentiality for any Third Party shall be no less than [ * ] years; provided, and (4) BNY Mellon may further, that this Section 9.2.2 shall not permit the non-Proprietary Product Party to disclose the any Confidential Information of Voya and the Voya Funds Proprietary Product Party that is specific to such Proprietary Product Party’s Proprietary Product but not specifically related to a Proprietary Combination; 9.2.3 with respect to the Proprietary Product Party, is disclosed to governmental or other regulatory agencies in order to (a) BNY Mellon Affiliates, obtain or maintain Patent Rights in relation to the Proprietary Party’s Propriety Products for use in a Proprietary Combination in accordance with Article 12 or (b) BNY Mellon Agents, obtain or maintain approval to (i) conduct Clinical Trials for the Proprietary Party’s Proprietary Products for use in a Proprietary Combination or (ii) market such Party’s Proprietary Products for use in a Proprietary Combination; provided that (in each case (a) and (c) other third parties (b)), such disclosure may be only to the extent instructed reasonably necessary to obtain or maintain such Patent Rights or approval; 9.2.4 with respect to each Proprietary Product Party, is deemed necessary by Voyasuch Proprietary Product Party to be disclosed to its Related Parties, agent(s), consultant(s), or other Third Parties for the development, manufacture or commercialization of such Party’s Proprietary Products for use in each casea Proprietary Combination for the Territory, or for such Person to determine their interest in performing such activities, in accordance with this Agreement on the extent necessary condition that such Related Parties, agent(s), consultant(s), or other Third Parties agree to provide the Services.be bound by confidentiality and non-use obligations that are no less stringent than those confidentiality and -96- [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED

Permitted Disclosure. A Party (the “Receiving Disclosing Party”) may disclose relevant aspects or permit the disclosure of the Confidential Information of the other Party (the “Disclosing Party”) Information: to the officers, directors, employees, professional advisors (including accountants and insurers), Affiliates, contractors and other agents of the Receiving Party (including, with respect to BNY Mellon, entities that perform Indirect Activities) its employees to the extent such disclosure that it is reasonably necessary for the current and to any person (including insurance, legal, technical and financial advisers, auditors and accountants) engaged in providing any goods, works or future performance of the Receiving Party’s obligations services to the Disclosing Party (in connection with and for the purposes of this contract; in the case of the heat supplier to any replacement heat supplier or as otherwise permitted any entity engaged or which may be engaged on or following the termination of this contract to perform any of the obligations of the heat supplier under this contract; to the Agreement); provided extent that the Receiving Party causes such Confidential Information to be held in confidence by the recipient confidential information: has become publicly available or generally known to the same extent and public at the time of such disclosure otherwise than as a result of a breach of this Clause 17. was already in the same manner as required under the Agreement. In addition, (1) subject to Section 12.07, the Receiving Party may disclose Confidential Information unrestricted possession of the Disclosing Party prior to receiving or obtaining such confidential information as a result of entering into or performing this contract; and was lawfully received or obtained by the Disclosing Party from any person without restriction on its use or disclosure; to enable a determination to be made under Clause 27 (Dispute Resolution Procedure). when required to do so in any jurisdiction: by Law; by or pursuant to the rules or any order of any court, tribunal or agency of competent jurisdiction; or by any securities exchange, Recognised Investment Exchange or regulatory or governmental body having jurisdiction over it wherever situated; to any regulatory or governmental body (including any Regulatory Body) in any jurisdiction and having jurisdiction over: the Disclosing Party; or the obtaining, monitoring and/or enforcement of any Authorisation; to enable any registration or recording of any Authorisation; to a relevant tax authority in any jurisdiction to the extent required to comply with Law (provided that to for the extent permissible by Law, proper management of the Receiving Party provides taxation affairs of the Disclosing Party with prior notice Party; to insurers for the purpose of such disclosure and works with the Disclosing Party to resist or limit the scope of such disclosure and further provided that the Receiving Party limits such disclosure to the information or records required to satisfy the request or inquiry and to the entity (or entities) to whom obtaining any insurances; if such disclosure is expressly permitted by some other provision of this Agreement or if the other Party has given prior written approval to the disclosure (such approval not to be unreasonably withheld or delayed). Obligations preserved Subject to Clause 17.3.2 and Clause 17.4 if a Party is required to be made), (2) each Party may disclose Confidential Information in a manner permitted by Clause 17.2.2, or Clause 17.2.9 then it shall: inform the person to whom Confidential Information is to be disclosed of the other restrictions contained in this Agreement; and ensure that such person shall observe such restrictions notwithstanding that such person is not Party to Governmental Authorities having jurisdiction over such Partythis Agreement. For the avoidance of doubt, subject a Party is deemed to Section 12.03have satisfied its obligation in Clause 17.3.1(b) if, (3) Voya may disclose Confidential Information of BNY Mellon relating prior to the Services to the Voya Funds and their external auditors in connection with a response by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no such BNY Mellon Confidential Information may be provided to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (b) any such Voya Fund or third party receiving such Confidential Information disclosure of BNY Mellon shall be subject to confidentiality obligations that are no less restrictive than those set forth in the Agreement, and (4) BNY Mellon may disclose the Confidential Information of Voya and Information, it enters into a contract with the Voya Funds person referred to (ain Clause 17.3.1(b) BNY Mellon Affiliates, (b) BNY Mellon Agents, and (c) other third parties (which contains an equivalent confidentiality arrangement to the extent instructed by Voya), in each case, to the extent necessary to provide the Servicesthis Clause 17.

Permitted Disclosure. A Party (the “Receiving Party”) Recipient may disclose provide Discloser’s relevant aspects of the Confidential Information of the other Party (the “Disclosing Party”) to the officersits Affiliates, and to its and their directors, employees, professional advisors (including accountants and insurers), Affiliates, contractors and other agents of the Receiving Party consultants (including, with respect to BNY MellonAtara, entities the Man-In-Plant), contractors and agents; provided, however, that in each case (a) each of such Affiliates, directors, employees, consultants, contractors and agents have a bona fide need to know Discloser’s Confidential Information to perform Indirect Activitiesits obligations under this Agreement (including any Work Order executed hereunder), (b) are bound by written obligations of confidentiality with respect to the Discloser’s Confidential Information that are at least as restrictive as those set forth in this Agreement; and (c) Recipient remains liable for the compliance by and breach of such Affiliates, employees, consultants (including, with respect to Atara, the Man-In-Plant), contractors and agents with such obligations. Recipient may also [ * ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. disclose Discloser’s Confidential Information to third parties only to the extent such disclosure is necessary for required to comply with Applicable Law, the current rules of any stock exchange or future performance of the Receiving Party’s obligations listing entity, or to defend or prosecute litigation; provided, that to the Disclosing Party (extent not prohibited by Applicable Law, Recipient provides prior written notice of such disclosure to Discloser, takes all reasonable and lawful actions to avoid or as otherwise permitted under minimize the Agreement); provided that the Receiving Party causes degree of such disclosure, and cooperates reasonably with Discloser in any efforts to seek a protective order. If disclosure of Discloser’s Confidential Information is nevertheless required, Recipient will disclose only that portion of Discloser’s Confidential Information that is legally required and then only to be held in confidence by the recipient to the same extent and in the same manner as required under the Agreementthose parties legally required. In additionFurthermore, (1i) subject to Section 12.07, the Receiving Party Atara may disclose Confidential Information of the Disclosing Party to the extent required to comply with Law (provided that to the extent permissible by Law, the Receiving Party provides the Disclosing Party with prior notice of such disclosure and works with the Disclosing Party to resist or limit the scope of such disclosure and further provided that the Receiving Party limits such disclosure to the information or records required to satisfy the request or inquiry and to the entity (or entities) to whom such disclosure is required to be made), (2) each Party may disclose Confidential Information of the other Party to Governmental Authorities having jurisdiction over such Party, subject to Section 12.03, (3) Voya may disclose Confidential Information of BNY Mellon Manufacturer relating to the Services Development and/or Manufacture of Product to the Voya Funds [ * ], and their external auditors who in connection with each case have a response by Voya specific need to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no know such BNY Mellon Confidential Information may be and who are bound by a like obligation of confidentiality and restrictions on use; provided to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (b) any such Voya Fund or third party receiving such Confidential Information of BNY Mellon Manufacturer shall be subject to confidentiality obligations that are no less restrictive than those set forth in not include or reference any of the Agreement, information specified on Exhibit C hereto; and (4ii) BNY Mellon Manufacturer may disclose the existence and key financial terms of this Agreement and the fact that Manufacturer is performing the Services for Atara to [ * ], and who in each case have a specific need to know such Confidential Information and who are bound by a like obligation of Voya confidentiality and the Voya Funds to (a) BNY Mellon Affiliates, (b) BNY Mellon Agents, and (c) other third parties (to the extent instructed by Voya), in each case, to the extent necessary to provide the Servicesrestrictions on use.

Permitted Disclosure. A The Parties agree to keep the terms of this Agreement confidential with exception of such information which in the opinion of counsel to the disclosing party is required to be disclosed by applicable law, rule, regulation or generally accepted accounting practice, including any rules of applicable stock exchanges and other self-regulatory authorities or organizations on which the Parties or their Affiliates are listed. Provided, however, that in the event a Party (the “Receiving Party”) may or its Affiliate shall be required to disclose relevant aspects any of the Confidential Information terms of this Agreement, whether pursuant to subpoena, deposition, interrogatory, or otherwise, or a Party or its Affiliate shall otherwise propose to disclose any of the terms of this Agreement (except in connection with such Party's or such Affiliate's required disclosure under any applicable securities laws, the rules of any applicable stock exchange or other self regulatory authority or organization or other reporting requirements) such disclosing Party shall provide the other Party with prompt written notice of such requirement so that the other Party may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this Agreement. Notwithstanding the foregoing, except as otherwise required by the provisions of Section 15.9.1 hereof, (i) no prior written THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. notice shall be required in connection with any Party's (or its Affiliate's) required compliance with applicable securities laws, the “Disclosing Party”rules of any applicable stock exchange or other self-regulatory authority or organization or other reporting requirements; and (ii) any Party shall be permitted to submit this Agreement as evidence in any proceeding in connection with any dispute between the Parties. The provisions of this Section 15.9.2 shall not restrict a Party from making any disclosure of any terms of this Agreement to the officers, directors, employees, professional advisors extent such terms become generally available to the public (including accountants and insurersother than as a result of a disclosure by such Party in violation of this Agreement), Affiliates, contractors and other agents or restrict the ability of the Receiving Party (including, with respect to BNY Mellon, entities that perform Indirect Activities) Parties from making disclosure to the extent such disclosure is necessary required for the current or future performance effective undertaking by the Parties of their respective rights and obligations hereunder. By way of example and not in limitation of the Receiving Party’s obligations to the Disclosing Party (or as otherwise permitted under the Agreement); provided that the Receiving Party causes such Confidential Information to be held in confidence by the recipient to the same extent and in the same manner as required under the Agreement. In additionforegoing, (1) subject to Section 12.07, the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent required to comply with Law (provided that to the extent permissible by Law, the Receiving Party provides the Disclosing Party with prior notice of such disclosure and works with the Disclosing Party to resist or limit the scope of such disclosure and further provided that the Receiving Party limits such disclosure to the information or records required to satisfy the request or inquiry and to the entity (or entities) to whom such disclosure is required to be made), (2) each Party may disclose Confidential Information of the other Party to Governmental Authorities having jurisdiction over such Party, subject to Section 12.03, (3) Voya may disclose Confidential Information of BNY Mellon relating to the Services to the Voya Funds and their external auditors in connection with a response by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no such BNY Mellon Confidential Information may be provided to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (b) any such Voya Fund or third party receiving such Confidential Information of BNY Mellon Murex shall be subject entitled to confidentiality obligations disclose to proposed customers the fact that are no less restrictive than those set forth in the Agreement, and (4) BNY Mellon may disclose the Confidential Information it is acting as an authorized agent of Voya and the Voya Funds to (a) BNY Mellon Affiliates, (b) BNY Mellon Agents, and (c) other third parties (to the extent instructed by Voya), in each case, to the extent necessary to provide the ServicesDigene.

Permitted Disclosure. A The Parties agree to keep the terms of this Agreement confidential with exception of such information which in the opinion of counsel to the disclosing party is required to be disclosed by applicable law, rule, regulation or generally accepted accounting practice, including any rules of applicable stock exchanges and other self-regulatory authorities or organizations on which the Parties or their Affiliates are listed. Provided, however, that in the event a Party (the “Receiving Party”) may or its Affiliate shall be required to disclose relevant aspects any of the Confidential Information terms of this Agreement, whether pursuant to subpoena, deposition, interrogatory, or otherwise, or a Party or its Affiliate shall otherwise propose to disclose any of the terms of this Agreement (except in connection with such Party's or such Affiliate's required disclosure under any applicable securities laws, the rules of any applicable stock exchange or other self regulatory authority or organization or other reporting requirements) such disclosing Party shall provide the other Party with prompt written notice of such requirement so that the other Party may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this Agreement. Notwithstanding the foregoing, except as THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. otherwise required by the provisions of Section 3.6.1 hereof, (i) no prior written notice shall be required in connection with any Party's (or its Affiliate's) required compliance with applicable securities laws, the “Disclosing Party”rules of any applicable stock exchange or other self-regulatory authority or organization or other reporting requirements; and (ii) any Party shall be permitted to submit this Agreement as evidence in any proceeding in connection with any dispute between the Parties. The provisions of this Section 3.6.2 shall not restrict a Party from making any disclosure of any terms of this Agreement to the officers, directors, employees, professional advisors extent such terms become generally available to the public (including accountants and insurersother than as a result of a disclosure by such Party in violation of this Agreement), Affiliates, contractors and other agents or restrict the ability of the Receiving Party (including, with respect to BNY Mellon, entities that perform Indirect Activities) Parties from making disclosure to the extent such disclosure is necessary required for the current or future performance effective undertaking by the Parties of their respective rights and obligations hereunder. By way of example and not in limitation of the Receiving Party’s obligations to the Disclosing Party (or as otherwise permitted under the Agreement); provided that the Receiving Party causes such Confidential Information to be held in confidence by the recipient to the same extent and in the same manner as required under the Agreement. In additionforegoing, (1) subject to Section 12.07, the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent required to comply with Law (provided that to the extent permissible by Law, the Receiving Party provides the Disclosing Party with prior notice of such disclosure and works with the Disclosing Party to resist or limit the scope of such disclosure and further provided that the Receiving Party limits such disclosure to the information or records required to satisfy the request or inquiry and to the entity (or entities) to whom such disclosure is required to be made), (2) each Party may disclose Confidential Information of the other Party to Governmental Authorities having jurisdiction over such Party, subject to Section 12.03, (3) Voya may disclose Confidential Information of BNY Mellon relating to the Services to the Voya Funds and their external auditors in connection with a response by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no such BNY Mellon Confidential Information may be provided to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (b) any such Voya Fund or third party receiving such Confidential Information of BNY Mellon Murex shall be subject entitled to confidentiality obligations disclose to proposed customers the fact that are no less restrictive than those set forth in the Agreement, and (4) BNY Mellon may disclose the Confidential Information it is acting as an authorized agent of Voya and the Voya Funds to (a) BNY Mellon Affiliates, (b) BNY Mellon Agents, and (c) other third parties (to the extent instructed by Voya), in each case, to the extent necessary to provide the ServicesDigene.

Permitted Disclosure. A Notwithstanding Section 12.09(a): (i) the receiving Party (the “Receiving Party”) or its Affiliates may disclose relevant aspects of the Confidential Information of the other Party (the “Disclosing Party”) to governmental or regulatory authorities to the officersextent necessary for the purpose of seeking Regulatory Approval of Product and any pricing, directorsinsurance, reimbursement and formulary approvals, licenses, registrations or authorizations thereof pursuant to this Agreement; (ii) subject to Section 12.09(c), the receiving Party or its Affiliates may disclose Confidential Information to its employees, professional advisors agents, sublicensees who have a need to know to effectuate the Development and Commercialization of Product pursuant to this Agreement; (iii) disclosures made pursuant to Section 12.09(c) hereof, (iv) the receiving Party or its Affiliates may disclose the disclosing Party’s Confidential Information in connection with filing or prosecuting patent applications or any other which relates to the Compound and/or the immunoconjugates, fragments or derivatives thereof, or Product; (v) Genmab may disclose TenX’s Confidential Information to Medarex or its assigns to the minimum extent necessary to comply with Genmab’s obligations under the Medarex License, the Cross-License or the MRC License (including accountants and insurers), Affiliates, contractors and other agents of the Receiving Party (including, with respect to BNY Mellonthe grant of sublicenses and reporting of activities) or to demonstrate that it is complying with such obligations or that any event (including the grant of a sublicense) has occurred which has relevance under such licenses; or (vi) the receiving Party or its Affiliates may disclose Confidential Information pursuant to a requirement of Law or order of a court of competent jurisdiction, entities that perform Indirect Activities) provided the receiving Party or its Affiliates has given the disclosing Party prompt notice of such fact, so the disclosing Party may obtain a protective order or other appropriate remedy concerning any such disclosure and/or waive compliance with the confidentiality obligations of this Section 12.09. The receiving Party or its Affiliates shall fully cooperate with the disclosing Party in connection with the disclosing Party’s efforts to obtain any such order or other remedy. If any such order or other remedy does not fully preclude disclosure, or the disclosing Party waives such compliance, the receiving Party or its Affiliates shall make such disclosure, but only to the extent such disclosure is necessary for the current or future performance of the Receiving Party’s obligations legally required, and shall use its best efforts to have confidential treatment accorded to the Disclosing Party (or as otherwise permitted under the Agreement); provided that the Receiving Party causes such disclosed Confidential Information to be held in confidence by the recipient to the same extent and in the same manner as required under the Agreement. In addition, (1) subject to Section 12.07, the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent required to comply with Law (provided that to the extent permissible by Law, the Receiving Party provides the Disclosing Party with prior notice of such disclosure and works with the Disclosing Party to resist or limit the scope of such disclosure and further provided that the Receiving Party limits such disclosure to the information or records required to satisfy the request or inquiry and to the entity (or entities) to whom such disclosure is required to be made), (2) each Party may disclose Confidential Information of the other Party to Governmental Authorities having jurisdiction over such Party, subject to Section 12.03, (3) Voya may disclose Confidential Information of BNY Mellon relating to the Services to the Voya Funds and their external auditors in connection with a response by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no such BNY Mellon Confidential Information may be provided to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (b) any such Voya Fund or third party receiving such Confidential Information of BNY Mellon shall be subject to confidentiality obligations that are no less restrictive than those set forth in the Agreement, and (4) BNY Mellon may disclose the Confidential Information of Voya and the Voya Funds to (a) BNY Mellon Affiliates, (b) BNY Mellon Agents, and (c) other third parties (to the extent instructed by Voya), in each case, to the extent necessary to provide the ServicesInformation.

Permitted Disclosure. A Party (Notwithstanding the “Receiving Party”) may disclose relevant aspects provisions of the Confidential Information of the other Party (the “Disclosing Party”) to the officersSection 9.5, directors, employees, professional advisors (including accountants and insurers), Affiliates, contractors and other agents of the Receiving Party (including, with respect to BNY Mellon, entities that perform Indirect Activities) to the extent such disclosure is necessary for the current or future performance of the Receiving Party’s obligations to the Disclosing Party (or as otherwise permitted under the Agreement); provided that the Receiving Party causes such Confidential Information to be held in confidence by the recipient to the same extent and in the same manner as required under the Agreement. In addition, (1) subject to Section 12.07, the Receiving a receiving Party may disclose Confidential Information of the Disclosing disclosing Party to the extent required such disclosure is (a) made in response to comply with Law (provided a valid order or subpoena of a court of competent jurisdiction or other governmental body of a country or any political subdivision thereof of competent jurisdiction; provided, that to the extent permissible by Law, the Receiving receiving Party provides the Disclosing other Party with prior written notice of such disclosure and works with the Disclosing Party (if practicable) in order to resist or limit the scope of such disclosure and further provided that the Receiving Party limits such disclosure to the information or records required to satisfy the request or inquiry and to the entity (or entities) to whom such disclosure is required to be made), (2) each Party may disclose Confidential Information of permit the other Party to Governmental Authorities having jurisdiction over seek a protective order or other confidential treatment of such Party, subject to Section 12.03, (3) Voya may disclose Confidential Information; and provided further that any Confidential Information so disclosed will be limited to that information that is legally required to be disclosed in such response to such court or governmental order or subpoena; (b) otherwise required by Applicable Law; provided, that receiving Party provides the disclosing Party with prior written notice of BNY Mellon relating such disclosure (if practicable) in order to permit the Services disclosing Party to seek a protective order or confidential treatment of such Confidential Information; and provided further that any Confidential Information so disclosed will be limited to that information that is legally required by Applicable Law to be disclosed; (c) made by the Voya Funds and their external auditors receiving Party to an Agency, as required to obtain or maintain Regulatory Approvals; provided that reasonable efforts shall be used to ensure confidential treatment of such Confidential Information; (d) made by the receiving Party to a Third Party as may be necessary or useful in connection with the commercialization of a response Product (including the manufacture of a Product); provided the Third Party is bound by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no such BNY Mellon Confidential Information may be provided to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (b) any such Voya Fund or third party receiving such Confidential Information of BNY Mellon shall be subject to written confidentiality obligations that are no less restrictive than protective that those set forth in the this Agreement, and ; (4e) BNY Mellon may disclose the Confidential Information of Voya and the Voya Funds made by receiving Party to (a) BNY Mellon Affiliates, (b) BNY Mellon Agents, and (c) other third parties (a U.S. or foreign tax authority to the extent instructed legally required by Voya), Applicable Law to be disclosed; (f) made by receiving Party to its representatives or to Third Parties in each case, connection with sublicensing or financing activities of the receiving Party; provided that the Third Party is bound by written confidentiality obligations no less protective that those set forth in this Agreement; (g) made by receiving Party to the extent necessary comply with Applicable Laws related to provide the Servicessecurities laws disclosure requirements or any disclosure requirements of any applicable stock market or securities exchange; or (h) made in accordance with Section 9.7.

Permitted Disclosure. A Party (the “Receiving Party”) Recipient may disclose provide Discloser’s relevant aspects of the Confidential Information of the other Party (the “Disclosing Party”) to the officersits Affiliates, and to its and their directors, employees, professional advisors (including accountants and insurers), Affiliates, contractors and other agents of the Receiving Party consultants (including, with respect to BNY MellonAsterias, entities the Man-In-Plant), contractors, permitted licensees, lenders and agents (each of which has reviewed or had access to the Discloser’s Confidential Information, a “Permitted Agent”) but only to the extent required to accomplish the purposes of, or exercise rights expressly granted under, this Agreement; provided, however, that in each case (a) each of such Affiliates, directors, employees, consultants, contractors, permitted licensees, lenders and agents have a bona fide need to know Discloser’s Confidential Information to perform Indirect Activitiesits obligations or exercise its rights under this Agreement, (b) are bound by written obligations of confidentiality with respect to the Discloser’s Confidential Information that are at least as restrictive as those set forth in this Agreement; and (c) Recipient remains liable for the actual or threatened breach of its Permitted Agents of such obligations. Recipient may also disclose Discloser’s Confidential Information to third parties only to the extent such disclosure is necessary for the current or future performance of the Receiving Party’s obligations to the Disclosing Party (or as otherwise permitted under the Agreement); provided that the Receiving Party causes such Confidential Information to be held in confidence by the recipient to the same extent and in the same manner as required under the Agreement. In addition, (1) subject to Section 12.07, the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent required to comply with Applicable Law (provided or to defend or prosecute litigation; provided, that to the extent permissible not prohibited by Applicable Law, the Receiving Party Recipient provides the Disclosing Party with prior written notice of such disclosure to Discloser, takes reasonable and works with lawful actions to avoid or minimize the Disclosing Party to resist or limit the scope degree of such disclosure and further provided that the Receiving Party limits such disclosure to the information or records required to satisfy the request or inquiry and to the entity (or entities) to whom such disclosure is required to be made), (2) each Party may disclose Confidential Information of the other Party to Governmental Authorities having jurisdiction over such Party, subject to Section 12.03, (3) Voya may disclose Confidential Information of BNY Mellon relating to the Services to the Voya Funds and their external auditors in connection with a response by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no such BNY Mellon Confidential Information may be provided to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (b) any such Voya Fund or third party receiving such Confidential Information of BNY Mellon shall be subject to confidentiality obligations that are no less restrictive than those set forth in the Agreementdisclosure, and (4) BNY Mellon may disclose the Confidential Information cooperates reasonably with Discloser in any efforts of Voya and the Voya Funds Discloser to (a) BNY Mellon Affiliates, (b) BNY Mellon Agents, and (c) other third parties (to the extent instructed by Voya)seek a protective order, in each casecase at Discloser’s sole cost and expense. If disclosure of Discloser’s Confidential Information is nevertheless required, Recipient will disclose only that portion of Discloser’s Confidential Information that is legally required and then only to those parties legally required. Confidential Materials Omitted and Filed Separately with the extent necessary Securities and Exchange Commission Pursuant to provide a Request for Confidential Treatment under Rule 24b-2 under the Services.Exchange Act of 1934, as amended. Confidential Portions are marked: [***]

Permitted Disclosure. A Subject to Section 13.01 above, either Party (the “Receiving Party”) may disclose relevant aspects of the other's Confidential Information of the other Party (the “Disclosing Party”) to the general and limited partners, officers, directors, employees, professional advisors (including accountants and insurers), clients, employees, Affiliates, contractors distribution partners, agents, customers (including their beneficiaries), suppliers, contractors, other third parties doing business with such Party, third party administrators and, in the case of Voya Group, recipients of Voya Group's services, either directly or indirectly, such as employees of Voya Group customers, plan participants, members, dependents, beneficiaries and other agents of the Receiving Party (including, with respect to BNY Mellon, entities that perform Indirect Activities) similarly situated persons to the extent such disclosure is necessary for the current or future performance of the Receiving PartyVoya Group’s obligations to the Disclosing Party (or as otherwise permitted under the Agreement)such party; provided provided, however, that the Receiving Party causes such Confidential Information recipient is subject to be held in confidence by the recipient to the same extent and in the same manner confidentiality obligations at least as stringent as required under the Agreementthis Agreement and provided, further, that Voya Group shall not disclose to a Supplier competitor information pertaining to Supplier’s pricing, these MSA Terms, or Supplier’s IP except in accordance with this Agreement (e.g., ARTICLE 6). In addition, (1) subject to Section 12.07, the Receiving either Party may disclose Confidential Information of the Disclosing other Party to the extent required to comply with any Law (provided provided, however, that to the extent permissible by Law, the Receiving such Party provides the Disclosing other Party with prior notice of any such disclosure and works with the Disclosing other Party to resist or limit the scope of such disclosure and further provided that the Receiving disclosing Party limits limit any such disclosure to the information or records required to satisfy the request or inquiry and to the entity (or entities) to whom such disclosure is required to be made), (2) each Party Voya Group may disclose Confidential Information of the other Party Supplier to Governmental Authorities having jurisdiction over Voya Group, upon such Partyrequest by the Government Authorities, subject to the conditions set forth in Section 12.0313.02(1) above, and (3) Voya Group may disclose Confidential Information of BNY Mellon relating to the Services to the Voya Funds and their external auditors in connection with (a) a response by Voya Group to requests for information, proposal or due diligence from Voya Fund Investors in connection with an acquisition, divestiture or Voya Auditors, provided that (a) no such BNY Mellon Confidential Information may be provided to Voya Fund Investors (other similar corporate transaction or such Voya Fund Investors’ representatives or designees) and (b) any such Voya Fund a request for information or third party receiving such Confidential Information of BNY Mellon shall be subject proposal for services to confidentiality obligations that are no less restrictive than those set forth in the Agreement, and (4) BNY Mellon may disclose the Confidential Information of Voya and the Voya Funds to (a) BNY Mellon Affiliates, (b) BNY Mellon Agents, and (c) other third parties (to the extent instructed by Voya), in each case, to the extent necessary to provide replace the Services.; provided, however, that in no event may Voya Group disclose these MSA Terms, Supplier IP, Supplier's internal cost information, or Supplier rate cards in connection with such request or proposal. – Voya Confidential – 45 Confidential Treatment Requested by Voya Financial, Inc.

Permitted Disclosure. A (a) Without limiting Section 5.1 and except as provided in Section 5.9, in the event that a Receiving Party or its Affiliates or any of its or its Affiliates’ Representatives are requested by a Governmental Authority or required by applicable Law, regulation or legal process (including the “regulations of a stock exchange or Governmental Authority or the order or ruling of a court, administrative agency or other government or regulatory body of competent jurisdiction) to disclose any Confidential Information, the Receiving Party shall promptly, to the extent permitted by Law, notify the Disclosing Party in writing of such request or requirement so that the Disclosing Party may seek (at the Disclosing Party”’s sole expense) an appropriate protective order or other appropriate remedy (and if the Disclosing Party seeks such an order or other remedy, the Receiving Party will provide such cooperation, at the Disclosing Party’s sole expense, as the Disclosing Party shall reasonably request). If no such protective order or other remedy is obtained and the Receiving Party or its Affiliates or its or its Affiliates’ Representatives, are, in the view of their respective counsel (which may include their respective internal counsel), legally required to disclose relevant aspects Confidential Information, the Receiving Party or its Affiliates or its or its Affiliates’ Representatives, as the case may be, shall only disclose that portion of the Confidential Information that their respective counsel advises that Receiving Party or its Affiliates or its or its Affiliates’ Representatives, as the case may be, are required to disclose and will exercise commercially reasonable efforts, at the Disclosing Party’s sole expense, to obtain reliable assurance that confidential treatment will be accorded to that portion of the other Party (the “Disclosing Party”) to the officers, directors, employees, professional advisors (including accountants and insurers), Affiliates, contractors and other agents of the Receiving Party (including, with respect to BNY Mellon, entities that perform Indirect Activities) to the extent such disclosure is necessary for the current or future performance of the Receiving Party’s obligations to the Disclosing Party (or as otherwise permitted under the Agreement); provided that the Receiving Party causes such Confidential Information to be held in confidence by the recipient to the same extent and in the same manner as required under the Agreementthat is being disclosed. In addition, (1) subject to Section 12.07any event, the Receiving Party may disclose Confidential Information of will not oppose action by the Disclosing Party to the extent required to comply with Law (provided obtain an appropriate protective order or other reliable assurance that to the extent permissible by Law, the Receiving Party provides the Disclosing Party with prior notice of such disclosure and works with the Disclosing Party to resist or limit the scope of such disclosure and further provided that the Receiving Party limits such disclosure to the information or records required to satisfy the request or inquiry and to the entity (or entities) to whom such disclosure is required to confidential treatment will be made), (2) each Party may disclose Confidential Information of the other Party to Governmental Authorities having jurisdiction over such Party, subject to Section 12.03, (3) Voya may disclose Confidential Information of BNY Mellon relating to the Services to the Voya Funds and their external auditors in connection with a response by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no such BNY Mellon Confidential Information may be provided to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (b) any such Voya Fund or third party receiving such Confidential Information of BNY Mellon shall be subject to confidentiality obligations that are no less restrictive than those set forth in the Agreement, and (4) BNY Mellon may disclose accorded the Confidential Information of Voya and the Voya Funds to (a) BNY Mellon Affiliates, (b) BNY Mellon Agents, and (c) other third parties (to the extent instructed by Voya), in each case, to the extent necessary to provide the ServicesInformation.

Permitted Disclosure. A Party (the “Receiving Party”) Recipient may disclose provide Discloser’s relevant aspects of the Confidential Information of the other Party (the “Disclosing Party”) to the officersits Affiliates, and to its and their directors, employees, professional advisors (including accountants and insurers), Affiliates, contractors and other agents of the Receiving Party consultants (including, with respect to BNY MellonAtara, entities the Person(s)-In-Plant and all other agents or representatives of Atara who access the Facility or have access to Manufacturer Confidential Information pursuant to Section 5.2(d)), contractors and agents; provided, however, that in each case (a) each of such Affiliates, directors, employees, consultants, contractors and agents (and with respect to Atara, the Person(s)-In-Plant and all other agents or representatives of Atara who access the Facility or have access to Manufacturer Confidential Information pursuant to Section 5.2(d)), have a bona fide need to know Discloser’s Confidential Information to perform Indirect Activitiesits obligations under this Agreement (including any Work Order executed hereunder), (b) are bound by written obligations of confidentiality with respect to the Discloser’s Confidential Information that are at least as restrictive as those set forth in this Agreement; and (c) Recipient remains liable for the compliance by and breach of such obligations by its Affiliates, employees, consultants (including, with respect to Atara, the Person(s)-In-Plant and all other agents or representatives of Atara who access the Facility or have access to Manufacturer Confidential Information pursuant to Section 5.2(d)), contractors and agents. Recipient may also disclose Discloser’s Confidential Information to third parties only to the extent such disclosure is necessary for required to comply with Applicable Law, the current rules of any stock exchange or future performance of the Receiving Party’s obligations listing entity, or to defend or prosecute litigation; provided, that to the Disclosing Party (extent not prohibited by Applicable Law, Recipient provides prior written notice of such disclosure to Discloser, takes all reasonable and lawful actions to avoid or as otherwise permitted under minimize the Agreement); provided that the Receiving Party causes degree of such disclosure, and cooperates reasonably with Discloser in any efforts to seek a protective order. If disclosure of Discloser’s Confidential Information is nevertheless required, Recipient will disclose only that portion of Discloser’s Confidential Information that is legally required and then only to be held in confidence by the recipient to the same extent and in the same manner as required under the Agreementthose parties legally required. In additionFurthermore, (1i) subject to Section 12.07, the Receiving Party Atara may disclose Confidential Information of the Disclosing Party to the extent required to comply with Law (provided that to the extent permissible by Law, the Receiving Party provides the Disclosing Party with prior notice of such disclosure and works with the Disclosing Party to resist or limit the scope of such disclosure and further provided that the Receiving Party limits such disclosure to the information or records required to satisfy the request or inquiry and to the entity (or entities) to whom such disclosure is required to be made), (2) each Party may disclose Confidential Information of the other Party to Governmental Authorities having jurisdiction over such Party, subject to Section 12.03, (3) Voya may disclose Confidential Information of BNY Mellon Manufacturer relating to the Services Development and/or Manufacture of Product to the Voya Funds [ * ] or [ * ], and their external auditors who in connection with each case have a response by Voya specific need to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no know such BNY Mellon Confidential Information may be and who are bound by a like obligation of confidentiality and restrictions on use; provided to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (b) any such Voya Fund or third party receiving such Confidential Information of BNY Mellon Manufacturer shall be subject to confidentiality obligations that are no less restrictive than those set forth in not include or reference any of the Agreement, information specified on Exhibit C hereto; and (4ii) BNY Mellon Manufacturer may disclose the existence and key financial terms of this Agreement and the fact that Manufacturer is performing the Services for Atara to [ * ] or [ * ], and who in each case have a specific need to know such Confidential Information and who are bound by a like obligation of Voya confidentiality and the Voya Funds to (a) BNY Mellon Affiliates, (b) BNY Mellon Agents, and (c) other third parties (to the extent instructed by Voya), in each case, to the extent necessary to provide the Servicesrestrictions on use.

Permitted Disclosure. A In the event that a Receiving Party or its Affiliates or any of its or its Affiliates’ Representatives are requested by a governmental or regulatory authority or required by applicable Law, regulation or legal process (including the “regulations of a stock exchange or governmental or regulatory authority or the order or ruling of a court, administrative agency or other government or regulatory body of competent jurisdiction) to disclose any Confidential Information, the Disclosing Party shall promptly, to the extent permitted by Law, notify the Disclosing Party in writing of such request or requirement so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy (and if the Disclosing Party seeks such an order or other remedy, the Receiving Party will provide such cooperation, at the Disclosing Party”) ’s sole expense, as the Seller shall reasonably request). If no such protective order or other remedy is obtained and Receiving Party or its Affiliates or its or its Affiliates’ Representatives are, in the view of their respective counsel (which may include their respective internal counsel), legally required to disclose relevant aspects Confidential Information, the Receiving Party or its Affiliates or its or its Affiliates’ Representatives, as the case may be, shall only disclose that portion of the Confidential Information that their respective counsel advises that the Purchaser or its Affiliates or its or its Affiliates’ Representatives, as the case may be, are required to disclose and will exercise commercially reasonable efforts, at the Disclosing Party’s sole expense, to obtain reliable assurance that confidential treatment will be accorded to that portion of the other Party (the “Disclosing Party”) to the officersConfidential Information that is being disclosed. In any event, directors, employees, professional advisors (including accountants and insurers), Affiliates, contractors and other agents of the Receiving Party will not oppose action by the Disclosing Party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information. Notwithstanding the foregoing, notice to the Disclosing Party shall not be required where disclosure is made (includingi) in response to a request by a governmental or regulatory authority having competent jurisdiction over the Receiving Party, its Affiliates or its or its Affiliates’ Representatives, as the case may be, or (ii) in connection with respect a routine examination by a regulatory examiner, where in each case such request or examination does not expressly reference the Disclosing Party, its Affiliates, the Royalty, the Milestones, the Purchased Assets or this Agreement. Further, notwithstanding anything contained in this Article VIII to BNY Mellonthe contrary, entities that perform Indirect Activities) the Seller may disclose Confidential Information to the extent such disclosure is reasonably necessary for the current or future performance of the Receiving Party’s obligations to the Disclosing Party (or as otherwise permitted under the Agreement); provided that the Receiving Party causes such Confidential Information to be held in confidence by the recipient to the same extent and in the same manner as required under the Agreement. In addition, (1) subject to Section 12.07, the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent required to comply with Law (provided that to the extent permissible by LawSecurities Act of 1933, the Receiving Party provides the Disclosing Party with prior notice of such disclosure and works as amended, with the Disclosing Party to resist Securities Exchange Act of 1934, as amended, or limit with any rule, regulation or legal process promulgated by the scope of such disclosure and further provided that the Receiving Party limits such disclosure to the information SEC or records required to satisfy the request or inquiry and to the entity (or entities) to whom such disclosure is required to be made), (2) each Party may disclose Confidential Information of the other Party to Governmental Authorities having jurisdiction over such Partya stock exchange, subject to Section 12.03, (3) Voya may disclose Confidential Information of BNY Mellon relating to the Services to the Voya Funds and their external auditors in connection with a response by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no such BNY Mellon Confidential Information may be provided to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (b) any such Voya Fund or third party receiving such Confidential Information of BNY Mellon shall be subject to confidentiality Seller’s obligations that are no less restrictive than those set forth in the Agreement, and (4) BNY Mellon may disclose the Confidential Information of Voya and the Voya Funds to (a) BNY Mellon Affiliates, (b) BNY Mellon Agents, and (c) other third parties (to the extent instructed by Voya), in each case, to the extent necessary to provide the ServicesSection 5.15.