Common use of Permitted Disclosures Clause in Contracts

Permitted Disclosures. Each Party may disclose the other Party’s Confidential Information: (i) to the extent reasonably necessary for a Party to prepare, file and Prosecute a Patent application under this Agreement or other agreements between the Parties or their Affiliates; (ii) to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do so.

Permitted Disclosures. Each Party Business Associate may disclose PHI to provide the other Party’s Confidential Information: services requested by Covered Entity; provided, however, that Business Associate shall not disclose PHI in any manner that would constitute a violation of HIPAA. Business Associate may disclose PHI: (i) to for the extent reasonably necessary for a Party to prepare, file proper management and Prosecute a Patent application under this Agreement administration of Business Associate if such disclosure is Required by Law or other agreements between the Parties or their Affiliates; if "Reasonable Assurances" are obtained; (ii) to carry out the extent permissible under any other agreements between the Parties legal responsibilities of Business Associate if such disclosure is Required by Law or their Affiliates; if "Reasonable Assurances" are obtained; or (iii) to as Required by Law. To the extent reasonably necessary for that Business Associate discloses PHI to a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights third party pursuant to this Agreement Section II(b)(i) or the License Agreement; provided that: (aii) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) above under Reasonable Assurances, Business Associate must obtain in writing, prior to making any such disclosure pursuant disclosure: (i) reasonable assurance from the third party that such PHI will be held in a confidential manner; (ii) reasonable assurance from the third party that such PHI will be used or further disclosed only as Required by Law or for the purpose for which it was disclosed to this subsection, such Party will, if reasonably practical, take reasonable steps third party; and (iii) an agreement from the third party to limit the scope immediately notify Business Associate of any breaches of confidentiality of such disclosure and its effect on confidentiality; (iv) PHI, to the extent reasonably necessary the third party has obtained knowledge of such breach (collectively, “Reasonable Assurances”). Except as Required by Law, Business Associate shall not disclose PHI to a health plan for payment or healthcare operations if the individual subject to the PHI has requested such restriction, the individual (or designee) pays out of pocket in full for the purposes health care item or service to which the PHI relates, and the restriction has been made known to Business Associate in accordance with Section 3(b) of this Agreement BAA. Business Associate shall not receive remuneration from a third party in exchange for disclosing PHI received from or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations on behalf of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do soCovered Entity.

Permitted Disclosures. Each Borrower Party may authorizes Lender to disclose Borrower Party Information as follows: (a) to each franchisor or licensor of a Borrower Party, upon written request by such franchisor or licensor (but only during the continuation of a Default or Event of Default); (b) to any proposed transferee, purchaser, assignee, servicer, participant, lender, investor, ratings agency, or other individual or entity with respect to any proposed sale, assignment, or other transfer by Lender of any of its rights in the Loan Documents, including servicing rights, or sale or other disposition of any of the Collateral; (c) to any affiliate of Lender or any insurance or title company in connection with the transactions contemplated by the Loan Documents, including any action, suit, or proceeding arising out of, in connection with, or relating to, this Modification and the other PartyLoan Documents, the Loan, or any other transaction contemplated hereby, including in connection with the exercise of Lender’s Confidential Information: rights and remedies; (id) to the extent reasonably necessary for a Party such information is or becomes available to prepare, file and Prosecute a Patent application under this Agreement or other agreements between the Parties or their Affiliates; Lender from sources not known by Lender to be subject to disclosure restrictions; (iie) to the extent permissible under disclosure is required by applicable law or other legal process or is requested or demanded by any governmental authority; and (f) as may otherwise be authorized in writing by such Borrower Party. Each Borrower Party agrees that the disclosures permitted by this Section and any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a disclosures of Borrower Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights Information authorized pursuant to this Agreement or any of the License Agreement; provided that: (a) Loan Documents may be made even though any such disclosure may include involve the disclosure transmission or other communication of this Agreement’s Borrower Party Information from the nation of residence or domicile of such Borrower Party to another country or jurisdiction, and each Borrower Party waives the License Agreement’s existence and the scope provisions of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable data privacy law, rule, or regulation of any applicable governmental authority or securities exchange, including that would otherwise apply to the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do sodisclosures authorized in this Section.

Permitted Disclosures. Each Party may disclose Notwithstanding anything in the other Party’s Confidential Informationforegoing to the contrary, and subject to applicable Laws: (i) the Company may disclose (1) the Confidential Information to its current or bona fide prospective investors, Affiliates and their respective employees, bankers, lenders, accountants, legal counsels, business partners or representatives or advisors who need to know such information, in each case only where such Persons are informed of the confidential nature of the Confidential Information and are under appropriate nondisclosure obligations substantially similar to those set forth in this Section 7.1, (2) such Confidential Information as is required to be disclosed pursuant to routine examination requests from Governmental Authorities with authority to regulate the Company’s operations, in each case as the Company deems appropriate in good faith after consultation with the Investors, (3) the Confidential Information in its filings with the SEC or the prospectuses to the extent reasonably necessary public in connection with the public offering of any shares of the Company or any other member of the Company Group, provided that each Investor shall have the right to review and comment on such information for a reasonable period of time (but in any event no more than three (3) business days) prior to its inclusion in such filings, and (4) the Confidential Information to any Person to which disclosure is approved in writing by the Company and the Investors. Any Party hereto may also provide disclosure in order to preparecomply with applicable Laws, file and Prosecute a Patent application under this Agreement or other agreements between the Parties or their Affiliates;as set forth in Section 7.1(d) below. (ii) the Investors shall have the right to disclose: (1) any Confidential Information to any of such Investors’ Affiliates or Representatives; provided, however, that any such Person shall be advised of the extent permissible confidential nature of the Confidential Information and are under any other agreements between the Parties or their Affiliatesappropriate nondisclosure obligations substantially similar to those set forth in this Section 7.1; (iii2) any information as required by Law, Government Authorities, legal process and/or exchanges, subject to the extent reasonably necessary for a Party to develop provision in Section 7.1(d) below; and/or (3) any information contained in press releases or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field public announcements of rights the Company pursuant to this Agreement or the License Agreement; provided that: (aSection 7.1(b) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do soabove.

Permitted Disclosures. Each A Party may disclose or permit the other Party’s disclosure of Confidential Information: (i1) to its directors, officers, employees, legal or other professional advisers, on a need-to-know basis, to the extent necessary to enable it or them to perform or cause to be performed or to enforce any of its rights or obligations under this Agreement and only under binding obligations of confidence at least as comprehensive as those contained in this Agreement (which it undertakes to enforce and for which it shall be legally responsible); (2) to its directors, officers, employees, legal or other professional advisers, on a need to know basis, to the extent necessary to enable it or them to perform or cause to be performed or to discharge their duties and responsibilities to the Company after the Closing and only under binding obligations of confidence at least as comprehensive as those contained in this Agreement (which it undertakes to enforce and for which it shall be legally responsible); (3) when required to do so by law or by or pursuant to the rules or any order of any court, tribunal or agency of competent jurisdiction; (4) to the extent reasonably necessary for that the Confidential Information has become publicly available or generally known to the public at the time of such disclosure otherwise than as a Party to prepare, file and Prosecute result of a Patent application under breach of this Agreement or other agreements between the Parties or their AffiliatesSection 9; (ii5) to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) if such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes is expressly permitted by some other provision of this Agreement or other agreements between if the Partiescorresponding Party has given prior written approval to the disclosure, such approval not to be unreasonably withheld or delayed; (6) when required by any securities exchange, regulatory or governmental body having jurisdiction over the Party seeking to make the disclosure, whether or not the requirement for disclosure has the force of law or (7) in the case of an Investor, to its respective Affiliatesstockholders, consultantslimited partners, agentsmembers or other bona fide prospective investors, advisorsas the case may be, attorneysregarding the general status of its investment in the Company, outside contractors the name of the Company, a general description of the business of the Company and clinical investigatorsthe actual or estimated return on investment realized by such Investor resulting from or relating to its investment in the Company, but and in each case only if those persons are bound by where such person is under binding obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to confidence at least as comprehensive as those contained in this Agreement; provided, such Party Agreement (which it undertakes to enforce and for which it shall be responsible for legally responsible) and no Investor shall be permitted to disclose any breaches of confidentialityConfidential Information to any stockholders, non-disclosure and non-use by any such Affiliatelimited partners, consultant, agent, advisor, attorney, outside contractor members or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and other bona fide prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and who (bi) such disclosure be expressly limited to establish, carry out, is engaged, concerned or interested directly or indirectly in any business in competition with the existence of this Agreement and the License Agreement and the scope business of any license granted hereunder Group Company in any jurisdiction or thereunder; (viii) to are included in a list of sensitive parties the extent reasonably necessary to enforce this Agreement or other agreements between Company notifies the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable Investor of in writing from time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do sotime.

Permitted Disclosures. Each Party may disclose the other Party’s Confidential Information: (i) to the extent reasonably necessary for a Party to prepare, file and Prosecute a Patent application under this Agreement or other agreements between the Parties or their Affiliates; (ii) to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of I understand that nothing in this Agreement prohibits or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, restricts me (or my attorney, outside contractor ) from filing a charge or clinical investigator to whom disclosure is made; (v) in connection complaint with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying(SEC), the Party Financial Industry Regulatory Authority (FINRA), or any other securities regulatory agency or authority, the Occupational Safety and Health Administration (OSHA), any other self-regulatory organization, or any other federal or state regulatory authority (“Government Agencies”). I further understand that this Agreement does not limit my ability to communicate, without notice to the Company, with any Government Agency or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency in connection with reporting a possible securities law violation. This Agreement does not limit my right to receive an award for information provided to any Government Agencies or to otherwise make disclosures relating thereto to any such Governmental Agency that are protected under the whistleblower provisions of any such law or regulation. I understand that the disclosures permitted in accordance with this provision require that (i) such communications and disclosures are consistent with applicable law and made in good faith and (ii) the information subject to such disclosure was not obtained by me through a communication that was subject to the attorney-client privilege or the attorney work product doctrine, unless such disclosure of that information would otherwise be permitted by an attorney pursuant to 17 CFR 205.3(d)(2), applicable state attorney conduct rules, or otherwise. In addition, I understand that nothing in this Agreement in any way prohibits or is intended to restrict or impede and shall not be interpreted or understood as restricting or impeding, me from exercising my rights under Section 7 of the National Labor Relations Act (NLRA) or from exercising protected rights to the extent that such rights cannot be waived by agreement, or otherwise disclosing information as permitted by law. (b) I understand that I am hereby notified, pursuant to the Defend Trade Secrets Act of 2016, that I shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, rule or regulation will notify (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, I understand that if I file a lawsuit for retaliation by an employer for reporting a suspected violation of law, I may disclose the other Partytrade secret to my attorney and use the trade secret information in the court proceeding, allow provided that I file any document containing the other Party a reasonable time trade secret under seal and do not disclose the trade secret, except pursuant to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do socourt order.

Permitted Disclosures. Each Notwithstanding Section 4.1, each Party may shall be permitted to disclose the other Party’s Confidential Information, if such Confidential Information: (ia) is disclosed by Merck (or its Affiliates or Related Parties) to the extent reasonably necessary for a Party to prepare, file and Prosecute a Patent application under this Agreement governmental authorities or other agreements between the Parties or their Affiliates; Regulatory Authorities in order to obtain patents (ii) subject to the extent permissible under any other agreements between the Parties terms and conditions of ARTICLE 7) or their Affiliates; (iii) to the extent reasonably necessary for a Party gain or maintain approval to develop conduct Clinical Trials or commercializeto market Product, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) but such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but be only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement obtain (i) Patent Rights claiming or other agreements between covering any Program Nanobody, Compound or Product (or the Parties Research, Development or their AffiliatesCommercialization thereof) or (ii) authorizations for any Program Nanobody, Compound or Product; (viib) is disclosed by Merck (or its Affiliates) to Related Parties, agent(s), consultant(s), and/or other Third Parties for any and all purposes Merck and its Affiliates deem necessary or advisable in the extent reasonably course of business in accordance with this Agreement (including the exercise of licenses granted to Merck hereunder) on the condition that such Third Parties agree to be bound by confidentiality and non-use obligations that substantially are no less stringent than those confidentiality and non-use provisions contained in this Agreement, provided that, in accordance with Section 2.3, if Merck engages a Third Party subcontractor to perform its Research Program activities, unless otherwise set forth in the applicable Work Plan, Merck shall not disclose to such Third Party subcontractor any Ablynx Background Know-How that is solely and specifically related to making or generating (including selection of and screening for) Program Nanobodies without obtaining the prior written consent of Ablynx (such consent not to be unreasonably withheld); or CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[...***...]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (c) is deemed necessary by counsel to comply with the receiving Party to be disclosed to such Party’s attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors agree to be bound by confidentiality and non-use obligations that substantially are no less stringent than those confidentiality and non-use provisions contained in this Agreement. In addition, if a subpoena, court order, Party is required by judicial or administrative orderprocess or Applicable Law (including as may be required by obligations of public disclosure to investors as required by Applicable Law) to disclose Confidential Information that is subject to the non-disclosure provisions of Section 4.1 or Section 4.3, as applicable, such Party shall promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure obligations. Before complyingConfidential Information that is disclosed by judicial or administrative process or as required by Applicable Law shall remain otherwise subject to the confidentiality and non-use provisions of Section 4.1 and Section 4.3, as applicable, and the Party subject disclosing Confidential Information pursuant to such subpoena, law or court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and as required by Applicable Law shall take all steps reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchangenecessary, including obtaining an order of confidentiality, to ensure the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to continued confidential treatment of such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do soConfidential Information.

Permitted Disclosures. Each The Receiving Party may disclose Confidential Information belonging to the other Party’s Confidential Information: Disclosing Party to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: (i) subject to the extent reasonably proviso below, by any Party hereto, in order to comply with applicable non-patent law (including any securities law or regulation or the rules of a securities exchange in a relevant jurisdiction) and with judicial process, if based on the reasonable advice of the Receiving Party’s counsel, such disclosure is necessary for a Party to prepare, file and Prosecute a Patent application under this Agreement or other agreements between the Parties or their Affiliates; such compliance; (ii) subject to the extent permissible under proviso below, by any other agreements between the Parties Party hereto, in connection with prosecuting or their Affiliates; defending litigation; (iii) by any Party hereto, in connection with filing and prosecuting Protiva Project Patents and Joint Project Patents only in a manner that complies with such Party’s rights and obligations in connection with such matters as set out in the Transaction Agreements; (iv) subject to the extent reasonably necessary for a Party to develop proviso below, by Licensee, its Sublicensees, or commercialize, directly their sublicensees in connection with any legal or indirectly through one or more licensees, products regulatory requirements related to the development, sale, offer for sale, use or utilizing manufacture of commercial products (or potential commercial products) that use or employ Protiva Intellectual Property, such as labeling requirements, disclosures in connection with obtaining regulatory approvals, and the like, so long as the discovery, development, use, manufacture, and commercialization of such products has been and is performed in a manner that complies with the terms and conditions of Licensee’s license to such Protiva Intellectual Property within and reasonable steps shall be taken to maintain the confidentiality of said Confidential Information even when disclosed for legal or regulatory purposes; (v) subject to the proviso below, by the Licensee, to its allocated Affiliates, permitted acquirers or assignees under the Transaction Agreements and its or any of their research collaborators, subcontractors, lenders (but, with respect to lenders, only Confidential Information related to the terms and conditions of the Transaction Agreements and financial information related thereto), and each of the Licensee’s and its Affiliates’ respective directors, employees, contractors and agents; and (vi) subject to the proviso below, by Protiva, to its Affiliates, permitted acquirers or retained) field assignees under the Transaction Agreements and its or any of rights pursuant their research collaborators, subcontractors, lenders (but, with respect to this Agreement or lenders, only Confidential Information related to the License Agreement; provided that: terms and conditions of the Transaction Agreements and financial information related thereto), and Protiva’s and its Affiliates’ respective directors, employees, contractors and agents, provided, that (a) with respect to clause (i), (ii) and (iv) where legally permissible, (1) the Receiving Party shall notify the Disclosing Party of the Receiving Party’s intent to make any disclosure pursuant thereto sufficiently prior to making such disclosure so as to allow the Disclosing Party adequate time to take whatever action it may include deem appropriate to protect the confidentiality of the information to be disclosed, and (2) consistent with applicable law or regulation, the Disclosing Party shall have the right to suggest reasonable changes to the disclosure of this Agreement’s to protect its interests and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; Receiving Party shall not unreasonably refuse to include such changes in its disclosure, and (b) with respect to clause (v) and (vi), each Person to whom Confidential Information is disclosed must be bound prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, confidentiality and non-use substantially similar in scope to restrictions at least as restrictive as those contained in this Agreement; providedAgreement (other than investment bankers, such Party shall investors and lenders, who must be responsible for any breaches bound prior to disclosure by commercially reasonable obligations of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do so.

Permitted Disclosures. Each Party Notwithstanding anything herein to the contrary, Recipient may disclose the other Party’s Confidential Information: (i) Information of Discloser to the extent reasonably necessary for a Party to prepare, file and Prosecute a Patent application under this Agreement or other agreements between the Parties or their Affiliates; (ii) to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided thatto: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of a governmental agency or order of a court of competent jurisdiction, (b) to disclose information to any governmental authority agency for purposes of obtaining approval to test or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule market a Product or (c) prosecute or defend litigation; provided that if Recipient is required by law or regulation to make any such disclosure of Discloser’s Confidential Information, it will notify the other Party, allow the other Party a give reasonable time advance notice to seek Discloser of such disclosure requirement and will use commercially reasonable efforts to assist such Discloser to secure a protective order or confidential treatment of the Confidential Information required to be disclosed and will limit disclosure to such Confidential information required to be disclosed. In addition, notwithstanding anything herein to the contrary, Recipient may disclose Discloser’s Confidential Information to the extent (if appropriate)and only to the extent) such disclosure is reasonably necessary in the following instances: (i) in order for it to reasonably fulfill its obligations herein and to conduct its ordinary course of business, to its subcontractors, vendors, outside legal counsel, accountants and reasonably cooperate auditors under written obligations of confidentiality and non-use no less protective of the of the Confidential Information than the terms and conditions of this Section 10; (ii) in connection with prosecuting and enforcing intellectual property rights in connection with Recipient’s rights and obligations pursuant to this Agreement; and (iii) in connection with exercising its rights hereunder, to its Affiliates, potential and future bona fide collaborators (including sublicensees, potential and permitted acquirers or assignees and potential investment bankers, investors and lenders) under written obligations of confidentiality and non-use no less protective of the other Party’s efforts to do soConfidential Information than the terms and conditions of this Section 10.

Permitted Disclosures. Each Party may disclose the other Party’s B3.1 The terms of this Confidentiality Agreement shall not apply to any Confidential Information: (i) to the extent reasonably necessary for a Party to prepare, file and Prosecute a Patent application under this Agreement or other agreements between the Parties or their Affiliates; (ii) to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided thatInformation which is: (a) such disclosure may include disclosed by a Party or its Representatives pursuant to the disclosure requirements of this Agreement’s and law, regulation, or instruments thereunder or in connection with any legal proceedings , including if required by the License Agreement’s existence and the scope of any license granted hereunder or thereunderAccess to Information Act; and (b) prior to making any such already in the possession of the Recipient at the time of its disclosure pursuant to this subsection, such by the Disclosing Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in Recipient under this Agreement; provided(c) disclosed to the Recipient (or substantially identical to information disclosed to the Recipient) by a source other than the Disclosing Party, such Party shall provided that the source of information is not known to the Recipient to be responsible for any breaches of confidentiality, non-disclosure and non-use bound by any obligations of confidentiality which prohibit disclosure of such Affiliateinformation; (d) used or disclosed by the Recipient with the prior written approval of the Disclosing Party; (e) furnished by EDC to the Auditor General of Canada; or (f) required to be disclosed by EDC pursuant to EDC’s Disclosure Policy or pursuant to Canada's or EDC's international commitments. Nothing in this Confidentiality Agreement shall prohibit EDC’s disclosure, consultantfollowing the signing of the Agreement, agentof the following information: the name of the Supplier, advisorthe amount of the total fees paid and payable by EDC to the Supplier under the Agreement; the total value of the contract, attorneyand a general description of the Services and Deliverables. B3.2 In addition to 3.1, outside contractor or clinical investigator the terms of this Confidentiality Agreement shall not apply to whom disclosure Confidential Information that is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Partiesnot Customer Information which is: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained hereinindependently developed by the Recipient; and (b) such disclosure be expressly limited in the public domain at the time of its disclosure, or subsequently made available to the existence of this Agreement and general public by a person other than the License Agreement and Recipient, or by the scope of any license granted hereunder or thereunder; (vi) Recipient, but only to the extent reasonably necessary to enforce that in making such information public, the Recipient was not in breach of this Agreement Agreement; or (c) requested by any governmental agency or other agreements between the Parties or their Affiliates; regulatory authority (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of including any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriateself-regulatory organization having have jurisdiction), and reasonably cooperate with the other Party’s efforts to do so.

Permitted Disclosures. Each Party may disclose the other Party’s Confidential Information: (i) Information to the extent reasonably necessary for a that such disclosure is: 8.2.1 made by or on behalf of the receiving Party to preparethe Regulatory Authorities as required in connection with any filing, file and Prosecute application or request for an approval or authorization of a Patent application under this Agreement or other agreements between the Parties or their Affiliates; (ii) Product; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information to the extent permissible under any other agreements between the Parties or their Affiliatespracticable and consistent with Applicable Law; 8.2.2 made by or on behalf of the receiving Party in response to a valid order of a Governmental Authority of competent jurisdiction or, if in the reasonable opinion of the receiving Party’s legal counsel, such disclosure is otherwise required by Applicable Law (iii) including, for clarity, any disclosure required by Applicable Law on c▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or disclosure required by reason of filing with securities regulators); provided, however, that the receiving Party shall first have given notice to the extent reasonably necessary for a disclosing Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or and given the License Agreement; provided that: disclosing Party (a) a reasonable opportunity to quash such disclosure may include order or to obtain a protective order or confidential treatment requiring that the disclosure of this Agreement’s Confidential Information and documents that are the License Agreement’s existence and the scope subject of any license granted hereunder such order be held in confidence by such court or thereunder; agency or, if disclosed, be used only for the purposes for which the order was issued and (b) prior a right to making any review and comment upon such disclosure disclosure, which comments shall be considered in good faith by the receiving Party; and provided further that the Confidential Information disclosed in response to such court or governmental order shall be limited to that information which is legally required to be disclosed in response to such court or governmental order; 8.2.3 made by or on behalf of the receiving Party to a patent authority as may be reasonably necessary or useful for purposes of obtaining, enforcing or defending a Patent pursuant to the terms of this subsectionAgreement in a manner not inconsistent with Article 7; provided, such Party willhowever, if reasonably practical, take that reasonable steps measures shall be taken to limit the scope assure confidential treatment of such disclosure and its effect on confidentiality; (iv) information, to the extent reasonably necessary for such protection is available; 8.2.4 made by the purposes of this Agreement receiving Party or other agreements between the Partiesits Affiliates, Sublicensees or subcontractors to its respective Affiliatesor their attorneys, consultants, agentsauditors, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreementconsultants or contractors; provided, however, that such Party persons shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality and non-use with respect to such Confidential Information substantially similar to the obligations of confidentiality and non-use of the receiving Party pursuant to this Article 8 (with a duration of confidentiality and non-use obligations as appropriate that is no less stringent than those contained herein; and [***] (b[***]) years from the date of disclosure); 8.2.5 made by or on behalf of the receiving Party where such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; is required by a Regulatory Authority (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply including in filings with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission or other agency) of certain material developments or material information generated under this Agreement, or the terms of this Agreement, and agrees that each Party may make such disclosures as required by Applicable Law; provided that, to the New York Stock Exchange. Before complyingextent permitted, the Party subject to seeking such law, rule or regulation will notify the other Party, allow disclosure first provides the other Party a reasonable time copy of the proposed disclosure; and provided, further, that the receiving Party shall afford to seek a protective order the other Party an opportunity to review and comment, which period shall be no less than [***] (if appropriate)[***]) Business Days, including to propose redactions to the terms of this Agreement, and reasonably cooperate the receiving Party shall accept any reasonable comments so provided; or 8.2.6 made by the receiving Party to potential or actual investors, acquirors, collaborators, business partners, licensees/Sublicensees, legal or financial advisors; provided, however, that such persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information substantially similar to the other Party’s efforts obligations of confidentiality and non-use of the receiving Party pursuant to do sothis Article 8 (with a duration of confidentiality and non-use obligations as appropriate that is no less than [***] ([***]) years from the date of disclosure).

Permitted Disclosures. Each Notwithstanding any provision to the contrary in Section 7.1, Section 7 shall not apply to (a) Confidential Information which a restricted party learns from a third party which such third party reasonably believes to have the right to make the disclosure, provided that the restricted party complies with any restrictions imposed by such third party; (b) Confidential Information which is rightfully in the restricted party’s possession prior to the time of disclosure by the protected party and not acquired by the restricted party under a confidentiality obligation; (c) Confidential Information which enters the public domain without breach of confidentiality by the restricted party; (d) disclosures of Confidential Information by a Party may disclose to its current or bona fide prospective investor, Affiliates and their respective employees, bankers, lenders, accountants, legal counsels, business partners or representatives or advisors who need to know such information, in each case only where such persons or entities are informed of the other confidential nature of the Confidential Information and are under appropriate nondisclosure obligations substantially similar to those set forth in this Section 7; (e) disclosures of Confidential Information to a bona fide prospective investor or transferee of the Purchased Shares held by the Investors where such investor or transferee is informed of the confidential nature of the Confidential Information and are under appropriate nondisclosure obligations substantially similar to those set forth in this Section 7; (f) disclosures of Confidential Information if such disclosure is approved in writing by the Company, the Founders and the Investors; and (g) disclosures of Confidential Information to the extent required pursuant to applicable Law (including the applicable rules of any stock exchange), in which case the party required to make such disclosure (the “Disclosing Party’s Confidential Information: (i”) shall, to the extent reasonably necessary for a Party to preparepracticable and legally permissible, file (i) provide the other Parties hereto with prompt written notice of that fact, and Prosecute a Patent application under this Agreement or other agreements between the Parties or their Affiliates; (ii) to shall consult with the extent permissible under any other agreements between the Parties or their Affiliates; (iii) hereto regarding such disclosure, and shall, to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field possible and with the cooperation and reasonable efforts of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate)order, and reasonably cooperate with confidential treatment or other appropriate remedy. In such event, the other Party’s efforts Disclosing Party shall furnish only that portion of the information which is legally required to do sobe disclosed.

Permitted Disclosures. Each Receiving Party may disclose the other Disclosing Party’s Confidential InformationInformation to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: (i) to the extent reasonably necessary for a Party to prepare, file and Prosecute a Patent application under this Agreement or other agreements between the Parties or their Affiliates; (ii) to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary order to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation (including any securities law or regulation or the rules of a securities exchange) or with a legal or administrative proceeding; (b) in connection with prosecuting or defending litigation, preparing, filing or seeking Marketing Approvals and other Regulatory Filings and communications in connection with Products, and filing, prosecuting and enforcing Patent Rights in connection with Receiving Party’s rights and obligations pursuant to this Agreement; and (c) in connection with performing its obligations or exercising its rights hereunder, to its Affiliates; potential and future collaborators (including Sublicensees where RBNC is the Receiving Party); potential and permitted acquirers or assignees; and potential investment bankers, investors, legal advisors and lenders; provided, however, that (1) with respect to Sections 8.1.4(a) or 8.1.4(b), where reasonably possible, Receiving Party will notify the other Disclosing Party of Receiving Party, ’s intent to make any disclosure pursuant thereto sufficiently prior to making such disclosure so as to allow the other Disclosing Party a reasonable adequate time to seek a protective order take whatever action it may deem appropriate to protect the confidentiality of the information to be disclosed, and (if appropriate2) with respect to Section 8.1.4(c), each of those named people and reasonably cooperate entities are required to comply with the restrictions on use and disclosure at least as restrictive as those set forth in Section 8.1.2 (Restrictions) (other Party’s efforts than investment bankers, investors, legal advisors and lenders, which must be bound prior to do sodisclosure by commercially reasonable obligations of confidentiality).

Permitted Disclosures. Each Notwithstanding the provisions of Section 11.1, each Party may disclose Confidential Information belonging to the other Party as expressly permitted by this Agreement or if and to the extent such disclosure is reasonably necessary in the following instances: (a) filing or prosecuting Patents as permitted by this Agreement; (b) prosecuting or defending litigation as permitted by this Agreement; (c) complying with applicable court orders or governmental regulations or as otherwise required by Applicable Laws (including any such disclosures as are required by a Regulatory Authority in connection with seeking Regulatory Approval, pricing and reimbursement approval, import authorization for any Licensed Product in the Territory, or the rules or regulations of the United States Securities and Exchange Commission or similar Regulatory Authority in a country other than the United States or of any stock exchange or listing entity (including in connection with the public sale of securities)); (d) disclosing to its Affiliates, employees, directors, consultants, attorneys, and other professional advisors, and in Lian’s case (but, subject to Section 6.1(b), excluding any Confidential Information relating to the Manufacturing of the Licensed Products), to its Sublicensees and Third Party subcontractors, in each case who have a legitimate need to know such information, data, or materials and who are bound by written confidentiality obligations at least as restrictive as those set forth herein; and (e) disclosure to Third Parties in connection with due diligence or similar investigations by or on behalf of a Third Party in connection with a potential license or sublicense to, distribution agreement with or collaboration with such Third Party (including entry into any such agreement), or a potential merger or acquisition by such Third Party, and disclosure to potential or actual Third Party investors in confidential financing documents, provided, in each case, that any such Third Party agrees to be bound by similar terms of confidentiality and non-use at least as stringent as those set forth in this Article 11 (provided that the term may be shorter as is customary for the context, but at least [***]). Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information: (iInformation pursuant to Section 11.3(b) or Section 11.3(c), it shall, to the extent reasonably necessary for permitted by Applicable Laws, give reasonable advance notice to the other Party of such disclosure and use reasonable efforts to secure confidential treatment of such information at least as diligent as such Party would use to protect its own confidential information, but in no event less than reasonable efforts; provided that any Confidential Information so disclosed shall still be subject to the restrictions on use set forth in this Article 11. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. If either Party concludes that a Party to prepare, file and Prosecute a Patent application under copy of this Agreement must be filed with the United States Securities and Exchange Commission or similar Governmental Authority in a country other agreements between than the Parties or their Affiliates; (ii) to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercializeUnited States, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, then such Party will, if reasonably practicala reasonable time prior to any such filing, take reasonable steps to limit provide the scope other Party with a copy of such disclosure agreement showing any provisions hereof as to which the Party proposes to request confidential treatment, will provide the other Party with an opportunity to comment on any such proposed redactions and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosuresuggest additional redactions, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to will take such Party’s stockholders reasonable comments into consideration before filing such agreement and prospective investors; provided that unless otherwise agreed between the Parties: (a) use reasonable efforts to have terms identified by such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose afforded confidential treatment by the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do soGovernmental Authority.

Permitted Disclosures. Each A Party may disclose the other Party’s Confidential Information: : (i) in the case of Provider, to Provider’s Affiliates and the Project Owner and operator but solely to the extent reasonably necessary for a Party Provider to prepare, file and Prosecute a Patent application comply with its obligations under this Agreement and Provider’s and its Affiliates’ employees, counsel, accountants, advisors, lenders, prospective lenders, equity investors, or other agreements between the Parties or their Affiliates; prospective equity investors who have a need to know such information and have agreed to keep such terms confidential; (ii) in the case of CPE, to CPE’s Affiliates and CPE’s and its Affiliates’ employees and to CPE’s counsel, accountants, advisors, lenders, prospective lenders, equity investors, or prospective equity investors who have a need to know such information and have agreed to keep such terms confidential, provided however that competitive Confidential Information received by CPE from load serving entities, generators, third-party power marketers or demand response providers, or from the extent permissible under CAISO related to any other agreements between of the Parties foregoing, in connection with CPE’s performance of its duties as Central Procurement Entity, shall be limited to CPE’s employees, counsel, accountants and advisors who are responsible for performing or their Affiliates; administratively supporting CPE’s Central Procurement Entity responsibilities in accordance with the CPUC Decisions; (iii) to the extent reasonably necessary for a Party to develop or commercializeCPE’s Cost Allocation Mechanism Procurement Review Group, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated as defined in CPUC Decision (or retainedD.) field of rights pursuant ▇▇-▇▇-▇▇▇ and made applicable to this Agreement or by the License AgreementLocal RA Central Procurement Decision; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary CPUC (including CPUC staff) under seal for the purposes of this Agreement or other agreements between review (if such seal is applicable to the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations nature of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreementthe Confidential Information); provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) pursuant to Section Ten.4; (vi) in connection order to comply with communications any applicable Law or any exchange, regulation, Balancing Authority, control area or CAISO rule, or order issued by a court or entity with competent jurisdiction over the disclosing Party (“Disclosing Party”), other than to such Party’s stockholders and prospective investorsthose entities set forth in subsection (vii); provided that unless otherwise agreed between (g) in order to comply with any applicable regulation, rule, or order of the Parties: CPUC, CEC, or FERC; (aviii) such stockholders and prospective investors are subject as CPE deems necessary in order to obligations demonstrate the reasonableness of confidentiality no less stringent than those contained hereinits actions to a duly authorized Governmental Authority including the CPUC or any division thereof; and (bix) such disclosure be expressly limited to the existence of this Agreement Independent Evaluator, as defined and specified in the License Agreement and the scope of any license granted hereunder Protocol; or thereunder; (vix) to the extent reasonably necessary for CPE to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) exercise its exclusive rights to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, Local RA Attributes forming part of the Party subject to such subpoena, court order or administrative order will notify Showing Quantity during the Showing Term other Party, allow than the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do sopricing information in Section Four.2.

Permitted Disclosures. Each Notwithstanding the foregoing, the Receiving Party may disclose the other Disclosing Party’s Confidential Information: Information without the Disclosing Party’s prior written consent to any of its Affiliates, directors, officers, employees, consultants, contractors or representatives (collectively, the “Representatives”), but only to those Representatives that (i) have a “need to the extent reasonably necessary for a Party know” in order to prepare, file and Prosecute a Patent application under this Agreement or other agreements between the Parties or their Affiliates; (ii) to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for carry out the purposes of this Agreement or other agreements between to provide professional advice in connection with this Agreement, (ii) are legally bound to the Parties, Receiving Party to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if protect information such as the Confidential Information under terms at least as restrictive as those persons are bound by obligations of confidentiality, non-disclosureprovided herein, and non-(iii) have been informed by the Receiving Party of the confidential nature of the Confidential Information and the requirements regarding restrictions on disclosure and use substantially similar in scope to those as set forth in this Agreement; provided, such Section. The Receiving Party shall be responsible liable to the Disclosing Party for the acts or omissions of any breaches Representatives to which it discloses Confidential Information which, if done by the Receiving Party, would be a breach of confidentialitythis Agreement. Additionally, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator it shall not be a breach of this Section for the Receiving Party to whom disclosure is made; (v) in connection with communications to such disclose the Disclosing Party’s stockholders and prospective investors; Confidential Information as may be required by operation of law or legal process, provided that the Receiving Party provides prior notice of such disclosure to the Disclosing Party unless otherwise agreed between expressly prohibited from doing so by a court, arbitration panel or other legal authority of competent jurisdiction. If You are the Parties: Customer but not the End Customer, You shall be permitted to provide to the End Customer Confidential Information of Provider for the purposes only of the SO and You agree that, prior to Provider providing Services to the End Customer under an SO, (ai) such stockholders and prospective investors are subject to obligations of You shall ensure that a nondisclosure or confidentiality agreement on terms no less stringent onerous than those contained herein; in this section Confidential Information shall be in effect with the End Customer and in any event (bii) such disclosure You agree to be expressly limited jointly and severally liable for any acts or omissions by the End Customer with respect to the existence Provider’s Confidential Information that, if done or not done by You would be a breach of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do soSection Confidential Information.

Permitted Disclosures. Each Notwithstanding Section 11.1.2, either Party may disclose Confidential Information of the other Party to such Party’s Affiliates and (a) [***]; (b) its and their employees, consultants, agents, and advisors, on a need to know basis, each of whom prior to disclosure must be bound by written obligations of confidentiality and non-use of substantially equivalent or greater scope and duration than those set forth in this Article 11; and (c) its and their accountants and lawyers, on a need to know basis, each of whom prior to disclosure must be bound by written or legally enforceable professional ethical obligations of confidentiality and non-use of substantially equivalent or greater scope and duration than those set forth in this Article 11; provided that, the scope of Confidential Information: Information that may be disclosed to any Person under this Section 11.1.3 is limited to the terms of this Agreement and any notices given hereunder and not any other Confidential Information of such other Party unless otherwise agreed to in writing by such other Party. In addition, notwithstanding Section 11.1.2, either Party may disclose Confidential Information of the other Party to the extent such disclosure is reasonably necessary in the following instances set forth below. In any such event, to the extent legally practicable, the receiving Party shall (i) give reasonable advance notice to the extent reasonably necessary for a other Party to prepare, file of such disclosure; and Prosecute a Patent application under this Agreement or other agreements between the Parties or their Affiliates; (ii) to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit avoid or minimize the scope of such disclosure and by securing confidential treatment of such Confidential Information prior to its effect on confidentialitydisclosure (whether through protective orders or otherwise): 11.1.3.1 in the case of Broad or Company as the receiving Party, prosecuting or defending litigation in accordance with Article 7 of this Agreement; (iv) to 11.1.3.2 in the extent reasonably necessary for case of Company as the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other receiving Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate making filings with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and or foreign equivalent, any stock exchange or market, or any Regulatory Authorities, which shall include publicly disclosing or filing this Agreement as a “material agreement” in accordance with applicable law or applicable stock exchange regulations; and 11.1.3.3 in the New York Stock Exchange. Before complying, case of Broad or Company as the Party subject to such law, rule or regulation will notify the other receiving Party, allow complying with applicable laws, rules, regulations or orders requiring submission of such CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. information to governmental authorities, including disclosures ordered by the FDA or similar authorities, courts of competent jurisdiction or other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do sogovernment authorities or agencies.

Permitted Disclosures. Each Party may disclose the other Party’s Confidential Information: (i) to the extent reasonably necessary for a Party to prepare, file and Prosecute a Patent application under this Agreement or other agreements between the Parties or their Affiliates; (ii) to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Development Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunderhereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; and (c) this subsection will not apply to any BSC Core Product Information owned by CPI; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons Persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that that, unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunderhereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority Governmental Authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do so.

Permitted Disclosures. Each receiving Party may disclose agrees to take at least those measures that it employs to protect its own confidential information of a similar nature (in no event less than reasonable care) to protect the other secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the disclosing Party, including without limitation, (i) institute and maintain security procedures to identify and account for all copies of Confidential Information of the disclosing Party and (ii) limit disclosure of the disclosing Party’s Confidential Information: (i) Information to the extent reasonably necessary for a Party its Affiliates in Agreed Countries and each of its and their respective officers, directors, employees, agents, consultants, advisors, and independent contractors, actual or potential acquirers, distributors having exclusive rights to prepare, file distribute and Prosecute a Patent application under this Agreement or other agreements between the Parties or their Affiliates; (ii) to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through market Products in one or more countries (or to other distributors, provided such disclosure is pursuant to a three-way confidentiality agreement with CLIENT and LONZA) and licensees, products related and others having a need to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) know such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary Confidential Information for the purposes of this Agreement (“Permitted Recipients”); provided that such persons or other agreements between entities are informed of the Parties, terms of this Agreement and are subject to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by written obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use (which written obligations shall include confidentiality agreements executed by employees as part of such employees’ employment with the receiving Party) no less restrictive in scope than those set forth herein and for a reasonable time period, which period shall with respect to any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: technical information regarding manufacture be (a) at least five (5) years from the disclosure of the Confidential Information to such stockholders persons or entities in the case of actual or potential acquirers, distributors having exclusive rights to distribute and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; market Products in one or more countries and licensees, and (b) at least ten (10) years from the disclosure of the Confidential Information to such disclosure persons or entities in other cases; and provided further that the receiving Party shall be expressly limited fully liable for any and all breaches by its Permitted Recipients. Each Party shall have the right to disclose the existence Confidential Information of this Agreement the other Party in its regulatory filings and other communications with Regulatory Authorities in connection with the License Agreement manufacture, development and/or commercialization of Products, and the scope of any license granted hereunder or thereunder; otherwise (vi) subject to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (viiSection 12.5 below, if applicable) to the extent reasonably necessary to comply with a subpoenaApplicable Law, court orderincluding securities laws, regulations or guidance, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party with applicable rules of a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities public stock exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do so.

Permitted Disclosures. Each Party may disclose 8.2.1 The confidentiality obligations contained in the other Party’s Confidential Information: previous Sections shall not apply to the extent that (a) any receiving party (the "Recipient") is required (i) to the extent reasonably necessary for disclose information by law, order or regulation of a Party to preparegovernmental agency or a court of competent jurisdiction, file and Prosecute a Patent application under this Agreement or other agreements between the Parties or their Affiliates; (ii) to disclose information to any governmental agency for purposes of obtaining approval to test or market a product, provided in either case that the extent permissible under Recipient shall provide written notice thereof to the other party and sufficient opportunity to object to any such disclosure or to request confidential treatment thereof; or (b) the Recipient can demonstrate that (i) the disclosed information was public knowledge at the time of such disclosure to the Recipient, or thereafter became public knowledge, other agreements between than as a result of actions of the Parties or their Affiliates; Recipient in violation hereof; (ii) the disclosed information was rightfully known by the Recipient (as shown by its written records) prior to the date of disclosure to the Recipient by the other party hereunder; (iii) the disclosed information was disclosed to the extent reasonably necessary for Recipient on an unrestricted basis from a Party source unrelated to develop any party to this Agreement and not under a duty of confidentiality to the other party; or commercialize(iv) the disclosed information was independently developed by the Recipient without use of the Confidential Information disclosed by the other party. Notwithstanding any other provision of this Agreement, directly or indirectly through one or more licensees, products related Inverness may disclose Confidential Information of BioCurex relating to or utilizing Intellectual Property within its allocated (or retained) field of rights information developed pursuant to this Agreement to any Person with whom Inverness has, or is proposing to enter into, a business relationship, as long as such Person has entered into a confidentiality agreement with Inverness. Conversely, BioCurex may disclose Confidential Information of Inverness relating to information developed pursuant to this Agreement to any Person with whom BioCurex has, or is proposing to enter into, a business relationship, as long as such Person has entered into a confidentiality agreement with BioCurex. 8.2.2 BioCurex shall be permitted to utilize or disclose to a prospective Third Party licensee (in the License Agreement; provided that: course of negotiating the license agreement between it and such prospective Third Party licensee) Confidential Information specifically pertaining and limited to (ai) such disclosure may include the disclosure semi-exclusive nature of this Agreement’s , (ii) a description of the Licensed Materials and Technology, the Field and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; Territory and (biii) prior the Minimum Royalty Value to making any other licensees and prospective licensees, provided that such disclosure pursuant prospective licensee agrees to this subsection, such Party will, if reasonably practical, take reasonable steps to limit maintain the scope confidentiality of such disclosure and its effect on confidentiality; (iv) Confidential Information to the same extent reasonably necessary for the purposes of required by parties under this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do soArticle.

Permitted Disclosures. Each A Party may disclose the other Party’s Confidential Information: : (i) in the case of Provider, to Provider’s Affiliates and the Project Owner and operator but solely to the extent reasonably necessary for a Party Provider to prepare, file and Prosecute a Patent application comply with its obligations under this Agreement and Provider’s and its Affiliates’ employees, counsel, accountants, advisors, lenders, prospective lenders, equity investors, or other agreements between the Parties or their Affiliates; prospective equity investors who have a need to know such information and have agreed to keep such terms confidential; (ii) in the case of CPE, to CPE’s Affiliates and CPE’s and its Affiliates’ employees and to CPE’s counsel, accountants, advisors, lenders, prospective lenders, equity investors, or prospective equity investors who have a need to know such information and have agreed to keep such terms confidential, provided however that competitive Confidential Information received by CPE from load serving entities, generators, third-party power marketers or demand response providers, or from the extent permissible under CAISO related to any other agreements between of the Parties foregoing, in connection with CPE’s performance of its duties as Central Procurement Entity, shall be limited to CPE’s employees, counsel, accountants and advisors who are responsible for performing or their Affiliates; administratively supporting CPE’s Central Procurement Entity responsibilities in accordance with the CPUC Decisions; (iii) to the extent reasonably necessary for a Party to develop or commercializeCPE’s Cost Allocation Mechanism Procurement Review Group, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated as defined in CPUC Decision (or retainedD.) field of rights pursuant ▇▇-▇▇-▇▇▇ and made applicable to this Agreement or by the License AgreementLocal RA Central Procurement Decision; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary CPUC (including CPUC staff) under seal for the purposes of this Agreement or other agreements between review (if such seal is applicable to the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations nature of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreementthe Confidential Information); provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) pursuant to Section ‎10.4; (vi) in connection order to comply with communications any applicable Law or any exchange, regulation, Balancing Authority, control area or CAISO rule, or order issued by a court or entity with competent jurisdiction over the disclosing Party (“Disclosing Party”), other than to such Party’s stockholders and prospective investorsthose entities set forth in subsection (vii); provided that unless otherwise agreed between (g) in order to comply with any applicable regulation, rule, or order of the Parties: CPUC, CEC, or FERC; (aviii) such stockholders and prospective investors are subject as CPE deems necessary in order to obligations demonstrate the reasonableness of confidentiality no less stringent than those contained hereinits actions to a duly authorized Governmental Authority including the CPUC or any division thereof; and (bix) such disclosure be expressly limited to the existence of this Agreement Independent Evaluator, as defined and specified in the License Agreement and the scope of any license granted hereunder Protocol; or thereunder; (vix) to the extent reasonably necessary for CPE to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) exercise its exclusive rights to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, Local RA Attributes forming part of the Party subject to such subpoena, court order or administrative order will notify Showing Quantity during the Showing Term other Party, allow than the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do sopricing information in Section ‎4.2.

Permitted Disclosures. Each Party may Notwithstanding clauses 9.1 and 9.2, each party shall be permitted to disclose the other Disclosing Party’s Confidential Information to the extent that: (a) a party is required by applicable Law to disclose any of the Disclosing Party’s Confidential Information:, provided such party promptly gives notice to the Disclosing Party of that requirement and discloses only that portion of such Confidential Information which it is legally required to disclose; (b) disclosure is reasonably necessary under applicable Law to obtain any Authorisation contemplated by this Agreement, including any Authorisation AVEO may be required to obtain to fulfil its obligations under clause 3, provided such party promptly gives notice to the Disclosing Party and discloses only that portion of such Confidential Information which is reasonably necessary to disclose; (c) disclosure is reasonably necessary in prosecuting or defending Claims, provided that such party takes all reasonable measures, including seeking protective orders, to minimize unnecessary disclosure of such Confidential Information; (d) disclosure is reasonably necessary to (i) prospective and actual licensees, Sub-licensees, distributors, acquirors, bankers, lenders or investors, and (ii) others in order to (and solely to the extent required to) exercise such party’s rights or fulfil its obligations under this Agreement (including commercialization or Sub-licensing of Licensed Patent Rights, Licensed Know How or Licensed Products) on a need to know basis, each of whom in (i) and (ii) prior to disclosure must be bound by similar obligations of confidentiality and non-use on terms substantially the same as those in this clause 9 that are of reasonable duration in view of the circumstances of the disclosure; and (e) to the extent reasonably necessary for a Party mutually agreed to prepare, file and Prosecute a Patent application under this Agreement or other agreements between in writing by the Parties or their Affiliates; (ii) to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do soparties.

Permitted Disclosures. Each The Disclosing Party shall require each of its contractors (including Subcontractors) and agents providing Services hereunder or otherwise having access, in whatever form or function, to the Disclosing Party’s Confidential Information, to execute, prior to any such activity or access, a confidentiality agreement, the terms of which shall be no less stringent than the confidentiality requirements to which the Receiving Party is bound under this Agreement and under which such contractors (including Subcontractors) and agents agree to protect and maintain as confidential all of the Disclosing Party’s Confidential Information (including, without limitation, following any termination of the Disclosing Party’s relationship with any such contractor (including Subcontractors) and/or agents). The Receiving Party may disclose the other Disclosing Party’s Confidential Information only to those of such employees, contractors (including Subcontractors) and agents who have a need to know the Disclosing Party’s Confidential Information in order to perform their duties and/or exercise their rights under this Agreement, as determined by an appropriate official of the Disclosing Party, and only to the extent minimally necessary. Regardless of the form of any agreement executed with Receiving Party’s contractors (including Subcontractors) and agents, ACS shall retain liability for all breaches of this Agreement and for the acts or omissions of its officers, employees (including former employees), contractors (including Subcontractors), agents and the like, including the unauthorized use or disclosure of the Disclosing Party’s Confidential Information: , by its officers, employees (i) including former employees), contractors (including Subcontractors), agents and the like. Notwithstanding any contrary terms that may be contained herein, the Receiving Party shall have the right to disclose the Disclosing Party’s Confidential Information to the Receiving Party’s accountants, attorneys, financial advisors, banks and other financing sources and other similar advisors who have a need to know such Confidential Information, and Symetra shall have the right to disclose ACS’ Confidential Information to a Replacement Provider to the extent reasonably necessary for a Party to prepare, file and Prosecute a Patent application under this Agreement or other agreements between the Parties or their Affiliates; (ii) to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do sostrictly necessary.

Permitted Disclosures. Each Party may disclose the other Party’s Confidential Information: (i) to the extent reasonably necessary for a Party to prepare, file and Prosecute a Patent application under this Agreement or other agreements between the Parties or their Affiliates; (ii) to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Development Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunderhereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; and (c) this subsection will not apply to any BSC Core Product Information owned by CPI; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons Persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunderhereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority Governmental Authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do so.

Permitted Disclosures. Each Notwithstanding the foregoing, Section 10.3(i) shall not apply to (a) Confidential Information which a restricted party learns from a third party which such third party reasonably believes to have the right to make the disclosure, provided that the restricted party complies with any restrictions imposed by such third party; (b) Confidential Information which is rightfully in the restricted party’s possession prior to the time of disclosure by the protected party and not acquired by the restricted party under a confidentiality obligation; (c) Confidential Information which enters the public domain without breach of confidentiality by the restricted party; (d) disclosures of Confidential Information by a Party may disclose to its current or bona fide prospective investor, Affiliates and their respective employees, directors, members and observers of investment committees, bankers, lenders, accountants, legal counsels, business partners, investors, representatives or advisors who need to know such information, in each case only where such persons or entities are informed of the confidential nature of the Confidential Information and are under appropriate nondisclosure obligations substantially similar to those set forth in Section 10.3; (e) disclosures of Confidential Information to a bona fide purchaser or transferee of the Shares held by an Investor hereunder where such purchaser or transferee is informed of the confidential nature of the Confidential Information and are under appropriate nondisclosure obligations substantially similar to those set forth in this Section 10.3; (f) disclosures of Confidential Information if such disclosure is approved in writing by the Company and the Investors hereunder; and (g) disclosures of Confidential Information to the extent required pursuant to applicable Law (including the applicable rules of any Governmental Authority or stock exchange), in which case the party required to make such disclosure (the “Disclosing Party”) shall, to the extent permitted by such applicable laws and practicable, provide the other Party’s Confidential Information: (i) Parties hereto with prompt written notice of that fact, shall consult with the other Parties hereto regarding such disclosure, and shall, to the extent reasonably necessary for a Party to prepare, file possible and Prosecute a Patent application under this Agreement or with the cooperation and reasonable efforts of the other agreements between the Parties or their Affiliates; (ii) to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate)order, and reasonably cooperate with confidential treatment or other appropriate remedy. In such event, the other Party’s efforts Disclosing Party shall furnish only that portion of the information which is legally required to do sobe disclosed.

Permitted Disclosures. Each Party may disclose So long as the Company Board (or a committee thereof) expressly reaffirms the Company Board Recommendation in such disclosure (other Party’s Confidential Information:than in a customary “stop, look and listen” communication to the Company Stockholders pursuant to Rule 14d-9 promulgated under the Exchange Act): (i) nothing in this Agreement will prohibit the Company or the Company Board (or a committee thereof) from (A) taking and disclosing to the extent reasonably necessary for Company Stockholders a Party position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or complying with Rule 14d-9 promulgated under the Exchange Act, including making a “stop, look and listen” communication by the Company Board (or a committee thereof) to preparethe Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communication); (B) complying with Item 1012(a) of Regulation M-A promulgated under the Exchange Act; or (C) informing any Person of the existence of the provisions contained in this Section 5.3; or (D) making any disclosure to the Company Stockholders (including regarding the business, file financial condition or results of operations of the Company and Prosecute its Subsidiaries) that the Company Board (or a Patent application under this Agreement or other agreements between the Parties or their Affiliates;committee thereof), after consultation with its outside legal counsel, has determined in good faith is required by applicable Law; and (ii) to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary it is understood and agreed that, for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure purposes of this Agreement, a factually accurate public statement by the Company or the Company Board (or a committee thereof) that (A) describes the Company’s and receipt of an Acquisition Proposal; (B) identifies the License Agreement’s existence and Person or Group making such Acquisition Proposal; (C) provides the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope material terms of such disclosure and its effect on confidentiality; Acquisition Proposal; or (ivD) to describes the extent reasonably necessary for the purposes operation of this Agreement with respect thereto will not, in any case, be deemed to be (1) a withholding, withdrawal, amendment, qualification or other agreements between modification, or proposal by the PartiesCompany Board (or a committee thereof) to withhold, to its respective Affiliateswithdraw, consultantsamend, agentsqualify or modify, advisorsthe Company Board Recommendation; (2) an adoption, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor approval or clinical investigator to whom disclosure is made; (v) in connection recommendation with communications respect to such Party’s stockholders and prospective investorsAcquisition Proposal; provided that unless otherwise agreed between the Parties: or (a3) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do soCompany Board Recommendation Change.

Permitted Disclosures. Each (a) A Party may disclose Transaction Information or Evaluation Material to its Affiliates or its or its Affiliates’ Representatives for the purpose of assisting the Party in its evaluation, pursuit and implementation of a Transaction so long as the Party causes its Affiliates or its or its Affiliates’ Representatives to treat the Transaction Information or Evaluation Material in a confidential manner and as provided in this Section 4.3. (b) In the event that a Party or any of its Representatives or Affiliates are required to disclose any Transaction Information or Evaluation Material by law or in connection with a judicial or administrative proceeding (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) or pursuant to a formal request from a regulatory examiner, to such regulatory examiner, it will provide the other Party’s Confidential Information: (i) Parties with prompt and, to the extent legally permissible and reasonably necessary for a practicable, prior notice of such requirement(s). Each Party to preparealso agrees, file and Prosecute a Patent application under this Agreement or other agreements between the Parties or their Affiliates; (ii) to the extent legally permissible under and reasonably practicable, to provide the other Parties, in advance of any other agreements between such disclosure, with a list of any Transaction Information or Evaluation Material it intends to disclose (and, if applicable, the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field text of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s language itself) and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) Parties to the extent reasonably necessary the other Parties may seek to comply with an applicable lawlimit such disclosure, ruleincluding, regulation if requested, taking all reasonable steps, at the sole expense of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject seeking to limit such lawdisclosure, rule to resist or regulation will notify avoid any such judicial or administrative proceedings referred to above. If and to the extent, in the absence of a protective order or the receipt of a waiver from the other Party, Parties after a request in writing therefor is made by the Party (such request to be made as soon as practicable to allow the other Party Parties a reasonable amount of time to seek a protective order (if appropriaterespond thereto), the disclosing Party or its Representatives or its respective Affiliates are legally required to disclose Transaction Information or Evaluation Material to any tribunal or regulatory examiner to avoid censure or penalty, the disclosing Party will limit such disclosure to that which is legally required and reasonably cooperate with the other Party’s will use reasonable efforts to do soobtain assurances that confidential treatment will be accorded to any Transaction Information or Evaluation Material that the disclosing Party is so required to disclose, and thereafter it may disclose such information without liability hereunder.

Permitted Disclosures. Each Party may disclose the other Party’s Confidential Information: (i) to the extent reasonably necessary for a Party to prepareFor purposes of this Article 11, file information and Prosecute a Patent application under this Agreement or other agreements between the Parties or their Affiliates; (ii) to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: data described in clause (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior of Section 11.1 above shall be referred to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to as “Information.” To the extent it is reasonably necessary for the purposes of or appropriate to fulfill its obligations or exercise its rights under this Agreement Agreement, (a) a party or other agreements between the Parties, its Affiliates may disclose Information it is otherwise obligated under this Article 11 not to disclose to its respective Affiliatessublicensees, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those on a need-to-know basis on condition that such persons are bound by obligations of confidentiality, non-disclosure, or entities agree to keep the Information confidential for the same time periods and non-use substantially similar in scope to those in this Agreement; provided, the same extent as such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator party is required to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between keep the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained hereinInformation confidential; and (b) a party or its Affiliates or its sublicensees may disclose such disclosure be expressly limited Information to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder government or thereunder; (vi) other regulatory authorities to the extent that such disclosure is reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court orderobtain patents, or administrative orderto obtain Regulatory Approval for and/or to commercially market, any Research Compound, Lead Compound, Candidate Compound, Development Compound or Product, provided that the disclosing party shall request confidential treatment thereof. Before complyingIn addition, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an party may disclose Information as required by applicable law, ruleregulation or judicial process, regulation provided that such party shall give the other 1. The obligation not to disclose or use Information shall not apply to any part of any governmental authority such Information that (i) is or securities exchangebecomes patented, including published or otherwise part of the FDApublic domain other than by acts or omissions of the party obligated not to disclose such Information in contravention of this Agreement; or (ii) is disclosed to the receiving party, or its Affiliates or its sublicensees by a third party, provided that, to the Securities and Exchange Commission and knowledge of the New York Stock Exchange. Before complyingreceiving party, the Party subject to such law, rule or regulation will notify Information was not obtained on a confidential basis by such third party from the other Partyparty to this Agreement; or (iii) prior to disclosure under this Agreement, allow was already known by the receiving party or any of its Affiliates, provided such information was not obtained directly or indirectly from the other Party party to this Agreement under an ongoing obligation of confidentiality; (iv) is disclosed in a reasonable time press release agreed to seek a protective order by both parties under Section 11.3 below; or (if appropriate), and reasonably cooperate with v) is independently developed by or for the other Party’s efforts receiving party without reference to do soor reliance on any Information.

Permitted Disclosures. Each Party may disclose So long as the Company Board (or a committee thereof) expressly reaffirms the Company Board Recommendation in such disclosure (other Party’s Confidential Information:than in a customary “stop, look and listen” communication to the Company Stockholders pursuant to Rule 14d-9 promulgated under the Exchange Act): (i) nothing in this Agreement will prohibit the Company or the Company Board (or a committee thereof) from (A) taking and disclosing to the extent reasonably necessary for Company Stockholders a Party position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or complying with Rule 14d-9 promulgated under the Exchange Act, including making a “stop, look and listen” communication by the Company Board (or a committee thereof) to preparethe Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communication); (B) complying with Item 1012(a) of Regulation M-A promulgated under the Exchange Act; (C) informing any Person of the existence of the provisions contained in this Section 5.3; or (D) making any disclosure to the Company Stockholders (including regarding the business, file financial condition or results of operations of the Company and Prosecute its Subsidiaries) that the Company Board (or a Patent application under this Agreement or other agreements between the Parties or their Affiliates;committee thereof) has determined in good faith is required by applicable Law; and (ii) to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary it is understood and agreed that, for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure purposes of this Agreement, a factually accurate required public statement by the Company or the Company Board (or a committee thereof) that (A) describes the Company’s and receipt of an Acquisition Proposal; (B) identifies the License Agreement’s existence and Person or Group making such Acquisition Proposal; (C) provides the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope material terms of such disclosure and its effect on confidentiality; Acquisition Proposal; or (ivD) to describes the extent reasonably necessary for the purposes operation of this Agreement with respect thereto will not, in any case, be deemed to be (1) a withholding, withdrawal, amendment, qualification or other agreements between modification, or proposal by the PartiesCompany Board (or a committee thereof) to withhold, to its respective Affiliateswithdraw, consultantsamend, agentsqualify or modify, advisorsthe Company Board Recommendation; (2) an adoption, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor approval or clinical investigator to whom disclosure is made; (v) in connection recommendation with communications respect to such Party’s stockholders and prospective investorsAcquisition Proposal; provided that unless otherwise agreed between the Parties: or (a3) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do soCompany Board Recommendation Change.

Permitted Disclosures. Each 8.3.1 A Party may (the “Disclosing Party”) will be entitled to make an announcement or public statement concerning the existence, subject matter or any term of this Agreement, or to disclose Proprietary Information that the Disclosing Party is required to make or disclose pursuant to: (1) a valid order of a court or governmental authority provided that if the Disclosing Party becomes legally required to make such announcement, public statement or disclosure hereunder, the Disclosing Party shall give the other Parties prompt notice of such fact to enable the other Parties to seek a protective order or other appropriate remedy concerning any such announcement, public statement or disclosure. The Disclosing Party shall fully co-operate with the other Parties in connection with that other Party’s Confidential Information:or Parties’ efforts to obtain any such order or other remedy; or (i2) any other requirement of law or any securities or stock exchange, provided that to the maximum extent reasonably necessary for a Party to prepareallowable by such securities or stock exchange rules and regulations, file and Prosecute a Patent application under this Agreement or other agreements between the Parties or their Affiliatesshall seek to maintain the confidentiality obligations set forth herein and shall redact any confidential information set forth in such filings; (ii3) to the extent permissible under any governmental or other agreements between the Parties regulatory agencies in order to obtain patents relating to Product, or their Affiliates; (iii) to the extent reasonably necessary for a Party gain approval to develop conduct clinical trials or commercializeto market Product, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) but such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but be only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement obtain such patents or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do soauthorizations; or (viii4) by Acorda to its consultants, Affiliates and/or potential sublicensees for the extent reasonably necessary research and development, manufacturing and/or marketing of the Compound and/or Product (as defined in the Restated Elan License) (or for such parties to comply determine their interests in performing such activities) on the condition that such third parties agree to be bound by the confidentiality obligations consistent with an applicable law, rule, regulation this Agreement; 8.3.2 Each of the Parties shall be entitled to provide a copy of this Agreement (and any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission subsequent amendments hereto) and the New York Stock Exchange. Before complying, MS R&D Agreements to a potential third party purchaser in connection with Clause 10.2.1(2); provided that the Party subject to such law, rule relevant third party purchaser or regulation will notify assignee has entered into a confidentiality agreement on terms no less protective than the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do soterms of this Clause 8.

Permitted Disclosures. Each The Receiving Party may disclose Confidential Proprietary Information belonging to the Disclosing Party as expressly permitted by this Agreement or if and to the extent such disclosure is reasonably necessary in the following instances: (a) Prosecution and Maintenance of Patents as permitted by this Agreement; (b) Regulatory Filings for Product that such Party has a license or right to develop hereunder in a given country or jurisdiction; (c) prosecuting or defending litigation as permitted by this Agreement; (d) complying with applicable court orders or governmental regulations, including mutually recognized securities laws; (e) in response to a valid request by a U.S., state, foreign, provincial, or local tax authority, in which case either Party may disclose, a copy of this Agreement (including any Exhibits, schedules, ancillary agreements, and amendments hereto); (f) disclosure to its and its Affiliates’ employees, consultants, contractors and agents, and to Sublicensees (in the case of Lilly), in each case on a need-to-know basis in connection with the research, development, making, having made, use, keeping, import, export, offering for sale, selling, or otherwise exploiting Products in the Field in the Territory, and commercialization of the Product in accordance with the terms of this Agreement, in each case under written obligations of confidentiality and non-use at least as stringent as those herein; and (g) disclosure to potential and actual investors, acquirers, licensees and other financial or commercial partners solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition, or collaboration, in each case under written obligations of confidentiality and non-use at least as stringent as those herein; provided, however, that with respect to disclosure to actual or bona fide potential investors, such disclosure is under a written obligation of confidentiality that is consistent with market terms, including a shorter period of time during which such information must be held confidential. Notwithstanding the foregoing, if a Party is required to make a disclosure of the other Party’s Confidential Information: Proprietary Information pursuant to Section 11.1.4(c) or (i) d), it shall, except where impracticable, give reasonable advance notice to the extent reasonably necessary for a other Party to prepare, file and Prosecute a Patent application under this Agreement or other agreements between the Parties or their Affiliates; (ii) to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and use efforts to secure confidential treatment of such Confidential Proprietary Information at least as diligent as such Party would use to protect its effect on confidentiality; own Confidential Proprietary Information, but in no event less than reasonable efforts. Any information disclosed pursuant to Section 11.1.4(c) or (ivd) remains Confidential Proprietary Information and subject to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those restrictions set forth in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do soforegoing provisions of this Article 11.

Permitted Disclosures. Each Party Notwithstanding anything in the foregoing to the contrary: (a) The Company may disclose any of the Terms to its current or bona fide prospective investors, directors, officers, employees, shareholders, investment bankers, lenders, accountants, auditors, insurers, business or financial advisors, and attorneys, in each case only if such Persons are under appropriate nondisclosure obligations imposed by professional ethics, law or otherwise; (b) Each Preferred Shareholder may, without disclosing the identities of the other PartyPreferred Shareholders or the Terms of their respective investments in the Company without their consent, disclose such Preferred Shareholder’s Confidential Informationinvestment in the Company to third parties or to the public at its sole discretion and, if it does so, the other parties shall have the right to disclose to third parties any such information disclosed in a press release or other public announcement by such Preferred Shareholder; (c) Each party shall have the right to disclose: (i) any information to such party’s and/or its Affiliate’s legal counsel, auditor, insurer, accountant, consultant, rating agency, or to an officer, director, general partner, limited partner, its shareholder, investment counsel or advisor, or employee of such party and/or its Affiliate (the extent reasonably necessary for “Permitted Disclosees”); provided, however, that any counsel, auditor, insurer, accountant, consultant, rating agency, officer, director, general partner, limited partner, shareholder, investment counsel or advisor, or employee shall only be disclosed with such information on a Party need-to-know basis and shall be advised of the confidential nature of the information and are under appropriate non-disclosure obligation imposed by professional ethics, law or otherwise; provided further that, notwithstanding the foregoing, any disclosure of information to preparea limited partner, file and Prosecute shareholder or any other Permitted Disclosee that is a Patent application under this Agreement or other agreements between competitor of the Parties or their AffiliatesCompany shall require the prior written consent of the Company; (ii) to any information as required by law, government authorities, exchanges and/or regulatory bodies, including by the extent permissible under any Securities and Futures Commission of the Hong Kong Special Administrative Region, the China Securities and Regulatory Commission of the PRC or the Securities and Exchange Commission of the United States (or equivalent for other agreements between the Parties or their Affiliatesvenues); (iii) any information to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope bona fide prospective purchasers/investors of any license granted hereunder share, security or thereunder; and other interests in the Company, provided that (bi) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope Company has been informed of such disclosure and its effect on confidentiality;(ii) the prospective purchaser/investor has agreed to keep Company information confidential, and/or (iv) any information contained in press releases or public announcements of the Company pursuant to Section 6.2 above. (d) The confidentiality obligations set out in this Section 6 do not apply to: (i) information which was in the public domain or otherwise known to the extent reasonably necessary for relevant party before it was furnished to it by another party hereto or, after it was furnished to that party, entered the purposes public domain otherwise than as a result of (i) a breach by that party of this Agreement Section 6, or other agreements between (ii) a breach of a confidentiality obligation by the Partiesdiscloser, where the breach was known to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is madethat party; (vii) information the disclosure of which is necessary in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary order to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an any applicable law, rulegovernmental rule or regulation, regulation the order of any governmental court, tribunal or regulatory authority or securities exchange, including the FDApursuant to other legal process, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject requirements of a stock exchange or to such law, rule obtain tax or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do so.clearances or consents from any relevant authority; or

Permitted Disclosures. Each Party The Recipient may disclose Confidential Information disclosed to it by the other Party’s Confidential InformationDiscloser to a Third Party where: (a) the Recipient has obtained the prior written approval of the Discloser to such disclosure. The Discloser must not unreasonably withhold such approval if the Recipient has procured a confidentiality undertaking in respect of the information from such Third Party in favour of both Parties on terms and conditions satisfactory to both Parties, acting reasonably; or (b) disclosure is: (i) to the extent reasonably necessary for required or compelled by any order of a Party to prepare, file and Prosecute a Patent application under this Agreement or other agreements between the Parties or their Affiliatescourt of competent jurisdiction; (ii) to the extent permissible under required or compelled by any other agreements between the Parties or their AffiliatesLaw; (iii) to the extent reasonably necessary for a Party to develop required or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of compelled by notice validly issued by any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentialityAuthority; (iv) to the extent reasonably necessary for the purposes conduct of this Agreement or other agreements between the Partiesany legal proceedings, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in including any dispute resolution process under this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between reasonably required for the Parties: (a) such stockholders and prospective investors are subject to obligations performance of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunderTrain Control functions; (vi) to the extent reasonably necessary to enforce this Agreement required under any stock exchange listing requirement or other agreements between the Parties or their Affiliatesrule; (vii) to required by the extent reasonably necessary to comply with a subpoena, court order, Rail Safety Regulator or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; oran Environmental Regulator; (viii) to an Operator provided that: (A) the Disclosure is: (1) required by the terms of this Agreement; (2) reasonably necessary for the performance of obligations or the exercise of rights under this Agreement or the Operator’s Train Operations Deed; or (3) reasonably necessary in connection with the safe operation of the Nominated Network; and (B) the Discloser must ensure that the Operator keeps the Confidential Information confidential on terms no less onerous than this clause 31; (ix) to the Recipient’s banker or other financial institution, to the extent reasonably necessary required for the purpose of raising funds or maintaining compliance with credit arrangements, if such banker or financial institution has executed a legally enforceable confidentiality deed in favour of the Discloser; (x) to comply with an applicable lawexpert for the purposes of a dispute resolution process, ruleor an auditor for the purposes of an audit, regulation of any governmental authority or securities exchange, including under a “User Funding Agreement” (as defined in the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriateAccess Undertaking), if such expert or auditor has executed a legally enforceable confidentiality deed in favour of the Discloser; (xi) to legal practitioners and reasonably cooperate accountants of the Recipient or a Related Body Corporate of it: (A) whose duties in relation to the Recipient or the Related Body Corporate require the disclosure; (B) who are under a duty of confidentiality to the Recipient; and (C) who have been advised of the confidential nature of the Confidential Information; or (xii) otherwise permitted or required in accordance with this Agreement or the other Party’s efforts to do soAccess Undertaking (as amended by any Change in Access Undertaking).

Permitted Disclosures. Each Notwithstanding the provisions of Section 7.1 above and subject to Sections 7.3 and 7.4 below, the receiving Party may disclose Confidential Information of the other Party’s Confidential Informationdisclosing Party as expressly permitted by this Agreement, and if and to the extent such disclosure is reasonably necessary in the following instances: (ia) to the extent reasonably necessary for a Party to prepare, file and Prosecute a Patent application under filing or prosecuting Patents as expressly permitted by this Agreement or other agreements between the Parties or their AffiliatesAgreement; (iib) to the extent permissible under any other agreements between the Parties prosecuting or their Affiliatesdefending litigation as expressly permitted by this Agreement; (iiic) to the extent reasonably necessary for a Party to develop establishing, enforcing or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within defending its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of under this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (ivd) in the case of Amgen, as reasonably necessary to Develop, manufacture or Commercialize Compounds and Products in accordance with this Agreement, including providing Xencor Know-How to Regulatory Authorities, subject (where applicable) to compliance with Section 7.2(f); (e) complying with a valid order of a court or other governmental body having jurisdiction or otherwise to comply with Applicable Laws; provided that the extent reasonably necessary receiving Party shall, except where impracticable, give reasonable advance notice to the disclosing Party of the required disclosure, and, at the disclosing Party’s request and expense, cooperate with the disclosing Party’s efforts to contest such required disclosure, to obtain a protective order preventing or limiting the disclosure or requiring that the Confidential Information so disclosed be used only for the purposes for which such disclosure is required, or to obtain other confidential treatment of this Agreement the Confidential Information required to be disclosed. In any event, the receiving Party shall disclose only such Confidential Information as it is required by such order or other agreements between Applicable Laws to disclose and shall only disclose such Confidential Information for the Partiespurpose and to the entity(ies) required by such order or Applicable Laws; (f) disclosure to Affiliates, to its respective Affiliatesactual or potential Sublicensees (in the case of Amgen but only after the Option Exercise Date and thereafter during the Term), employees, consultants, agents, advisors (including financial advisors, attorneysattorneys and accountants) or agents of the receiving Party who have a need to know such information in order for the receiving Party to exercise its rights or fulfill its obligations under this Agreement, outside contractors and clinical investigatorsprovided, but only if those persons are in each case, that any such Affiliate, Sublicensee, employee, consultant, advisor or agent is, or agrees to be, bound by obligations terms of confidentiality, non-disclosure, confidentiality and non-use substantially as materially protective of such Confidential Information as this Article 7; (g) disclosure to actual or potential Third Party investors, funding sources or acquirers in connection with due diligence or similar investigations by such Third Parties, and in scope to those in this Agreement; confidential financing documents, provided, in each case, that any such Third Party shall agrees to be responsible for any breaches bound by reasonable obligations of confidentiality, non-disclosure confidentiality and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made;use; and (vh) in connection with communications to either Party may issue such Party’s stockholders press releases and prospective investors; provided that unless otherwise agreed between the Parties: (a) make such stockholders and prospective investors disclosures as it determines, based on advice of counsel, are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, applicable laws or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchangeregulations, including the FDA, rules or regulations of the United States Securities and Exchange Commission and or a similar regulatory agency in a country other than the New York Stock Exchange. Before complying, the Party subject to such law, rule United States or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do soof any stock exchange.

Permitted Disclosures. Each Receiving Party may disclose the other Disclosing Party’s Confidential InformationInformation to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: (i) to the extent reasonably necessary for a Party to prepare, file and Prosecute a Patent application under this Agreement or other agreements between the Parties or their Affiliates; (ii) to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary order to comply with applicable law (including any securities law or regulation or the rules of a subpoena, court order, securities exchange) or with a legal or administrative order. Before complyingproceeding; [*] = Certain confidential information contained in this document, the Party subject to such subpoenamarked by brackets, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, has been omitted and reasonably cooperate filed separately with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. (b) in connection with prosecuting or defending litigation, Marketing Approvals and other regulatory filings and communications, and filing, prosecuting and enforcing Patents in connection with Receiving Party’s rights and obligations pursuant to this Agreement; and (c) in connection with exercising its rights hereunder, to its Affiliates; potential and future collaborators (including Sublicensees where Company is the New York Stock Exchange. Before complyingReceiving Party); and permitted and potential acquirers or assignees; potential investment bankers, investors and lenders; provided that (1) with respect to the foregoing clause (a) or (b), where reasonably possible, Receiving Party subject shall notify Disclosing Party of Receiving Party’s intent to make any disclosure pursuant thereto sufficiently prior to making such law, rule or regulation will notify the other Party, disclosure so as to allow the other Disclosing Party a reasonable adequate time to seek a protective order take whatever action it may deem appropriate to protect the confidentiality of the information to be disclosed, and (if appropriate2) with respect to the foregoing clause (c), each of those named people and reasonably cooperate entities are required to comply with the restrictions on use and disclosure in Section 9.1.2 (Restrictions) (other Party’s efforts than investment bankers, investors and lenders, which must be bound prior to do sodisclosure by commercially reasonable obligations of confidentiality).

Permitted Disclosures. Each Party Except as otherwise limited by this Agreement, each party hereto may disclose the other Partyparty’s Confidential InformationInformation only: (ia) to its Affiliates or to its or their respective advisors strictly on a need-to-know basis, if such Affiliates and other permitted recipients agree in writing to be bound by confidentiality and non-use obligations no less restrictive than the terms of this Section 10 or have a fiduciary duty of confidentiality, and provided the receiving party will be responsible for compliance of each such recipient with the confidentiality and non-use obligations set forth in this Section 10 and this Agreement, (b) to the receiving party’s existing or proposed financial investors and, in the event that Evogene is the receiving party, also to potential acquirers who propose to acquire Control, directly or indirectly, of Evogene and that have entered into a letter of intent, and a confidentiality and non-use agreement no less restrictive than the terms hereof, with Evogene in respect of such proposed acquisition, and the agents and advisors of all the foregoing, provided however, in respect of any such potential investor in or acquirer of Evogene that is a Monsanto Competitor, the permitted disclosure to such potential investor or acquirer is limited to a copy of this Agreement (with Section 5, Section 6, all Exhibits, and any other provisions reasonably requested by Monsanto redacted, it being understood that Evogene shall not be required to disclose the name of such Monsanto Competitor to Monsanto when Evogene asks Monsanto to identify any such other provisions to be redacted), for such potential investor or acquirer to inspect, but not retain, in the course of conducting due diligence (it being understood that such potential investor or acquirer may retain notes and summaries that it prepares in the course of such due diligence), and/or, at the election of such potential investor or acquirer that is a Monsanto Competitor, an unredacted copy of this Agreement may be disclosed only to an independent Third Party (e.g. outside consultant or other representative) who is neither an Affiliate of the Monsanto Competitor nor a representative of such potential investor or acquirer in the proposed acquisition of Control, together with any additional Confidential Information that may be reasonably required by such Third Party in order to validate the financial estimates proposed by Evogene in respect of this Agreement. The Third Party shall be delegated the authority solely to validate the financial estimates proposed by Evogene in respect of this Agreement. The Third Party shall not be permitted to disclose to the Monsanto Competitor sufficient data to enable the Monsanto Competitor to determine the actual Product Royalty rates, Milestone Fees, or other fees and expenses payable under this Agreement; *** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission. (c) to the receiving party’s sublicensees permitted hereunder, subject to confidentiality terms no less restrictive than this Section 10 and will limit any disclosure to the minimum information that the receiving party reasonably determines is required to be disclosed and provided further, if this Agreement is to be disclosed to Sublicensees, then only an agreed-upon redacted version of the Agreement shall be disclosed; (d) in the case of a disclosure of Section 8 hereof, to other licensees and prospective licensees of Evogene Hits, for purposes of negotiating and administering the regulatory provisions of such licensees’ licenses with Evogene subject to confidentiality terms no less restrictive than this Section 10; and (e) to the extent such disclosure is reasonably necessary in connection with filing or prosecuting patent applications, filing or publishing a prospectus or any other document or report required in connection with any public offering of such party’s securities on any stock exchange, prosecuting or defending litigation, complying with applicable law, governmental regulations or stock exchange rules, or submitting information to tax authorities or otherwise exercising its rights hereunder, provided that if a party is required to make any such disclosure of another party’s Confidential Information, other than pursuant to a confidentiality agreement, it shall give reasonable advance notice (e.g. which will be sufficient to enable the original disclosing party to apply for a Party patent protection for inventions to preparebe disclosed), file and Prosecute a Patent application under this Agreement or other agreements between the Parties or their Affiliates; (ii) to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) possible, to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope latter party of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Partiesand, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Partyoriginal disclosing party, at the original disclosing party’s efforts cost and expense, in any effort by the original disclosing party to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek secure a protective order (if appropriate)blocking the disclosure of, or otherwise affording confidential treatment to, such Confidential Information, and will limit any disclosure to the minimum information that the receiving party reasonably cooperate with the other Party’s efforts determines is required to do sobe disclosed.

Permitted Disclosures. Each Party may disclose (a) Notwithstanding the other Party’s Confidential Informationlimitations set forth in Section 1 above: (i) the Recipient may disclose Confidential Information of the Provider if and to the extent reasonably necessary for a Party that the Provider consents in writing to prepare, file and Prosecute a Patent application under this Agreement or other agreements between the Parties or their AffiliatesRecipient’s disclosure thereof; (ii) subject to Section 4(b) below, the Recipient may disclose Confidential Information of the Provider to any Representative of the Recipient, but only to the extent permissible under any other agreements such Representative (A) needs to know such Confidential Information for the purpose of helping the Recipient evaluate or negotiate a possible negotiated transaction between the Parties Parties, and (B) has been provided with a copy of this Agreement and has agreed to abide and be bound by the provisions hereof or their Affiliates;is otherwise bound by confidentiality obligations at least as restrictive as those contained in this Agreement; and (iii) subject to Section 4(c) below, the Recipient may disclose Confidential Information of the Provider to the extent reasonably necessary for required by applicable law or governmental regulation or by valid legal process. (b) If prior to disclosing certain specific Confidential Information, the Provider delivers to the Recipient a Party written notice stating that the certain Confidential Information of the Provider may be disclosed only to develop specified Representatives of the Recipient, then, notwithstanding anything to the contrary contained in Section 4(a)(ii) above, the Recipient shall not thereafter disclose or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include permit the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure Confidential Information to any other Representative of the Recipient. (c) If the Recipient or any of the Recipient’s Representatives is required by law or governmental regulation or by subpoena or other valid legal process to disclose any of the Provider’s Confidential Information to any Person, then the Recipient will promptly provide the Provider with written notice of the applicable law, regulation or process so that the Provider may seek a protective order or other appropriate remedy. The Recipient and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order Representatives will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the Provider and the Provider’s Representatives in any attempt by the Provider to obtain any such protective order or other Party’s efforts remedy. If the Provider elects not to do so; or (viii) seek, or is unsuccessful in obtaining, any such protective order or other remedy in connection with any requirement that the Recipient disclose Confidential Information of the Provider, then the Recipient may disclose such Confidential Information to the extent reasonably necessary to comply with an applicable lawlegally required; provided, rulehowever, regulation of any governmental authority or securities exchange, including that the FDA, the Securities Recipient and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation its Representatives will notify the other Party, allow the other Party a use their reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s best efforts to do soensure that such Confidential Information is treated confidentially by each Person to whom it is disclosed.

Permitted Disclosures. Each Party may disclose the other Party’s Confidential Information: (i) SCE and Seller may disclose Confidential Information to the extent reasonably necessary for “Independent Evaluator,” as defined in CPUC Decision ▇▇-▇▇-▇▇▇. SCE and the Independent Evaluator may disclose Confidential Information to Governmental Authorities, the CAISO, SCE’s Procurement Review Group established by the CPUC in Decision 02- 08-071 (“PRG”), and SCE’s advisory Cost Allocation Mechanism Group established by the CPUC in Decision ▇▇-▇▇-▇▇▇ (“CAM”), or pursuant to any discovery or data request of a Party party to prepareany proceeding before the CPUC, file and Prosecute a Patent application under this Agreement FERC or CEC. Neither SCE nor the Independent Evaluator shall have any liability whatsoever to Seller in the event of any unauthorized use or disclosure by any Governmental Authority, the PRG, the CAM, or the CAISO of any Confidential Information or other agreements between information disclosed to any of them by SCE or the Parties or their Affiliates;Independent Evaluator. (ii) The Parties may disclose Confidential Information to the extent permissible under necessary to comply with Applicable Laws, any other agreements between the Parties accounting rule or their Affiliates;standard, and any applicable summons, subpoena or order of a Governmental Authority, and any exchange, Control Area or CAISO rule. (iii) Either Party shall be permitted to disclose the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant following terms with respect to this Agreement or the License Agreement; provided that: (aA) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; Party names, (B) technology type, (C) Delivery Period, (D) Project location, (E) Contracted Amount, (F) Expected Initial Delivery Date, and (bG) prior to making any such disclosure pursuant to this subsectionthe Project’s expected Energy deliveries, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality;energy savings or load reduction (as applicable). (iv) The Parties may disclose Confidential Information as may reasonably be required to participate in the extent reasonably necessary WREGIS or other process recognized under Applicable Laws for the purposes registration, transfer or ownership of this Agreement or other agreements between Green Attributes associated with the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is madeProject; (v) in connection with communications to such Party’s stockholders If applicable, Seller may disclose the Product, or any applicable portion of the Product, including the applicable Expected Capacity Attributes and prospective investors; provided that unless otherwise agreed between the Parties: any amounts of EFC and Inflexible Capacity for each day of each Showing Month under this Agreement: (aA) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence SC in order for such SC to timely submit accurate Supply Plans; provided, that Seller shall use reasonable efforts to limit, to the extent possible, the ability of this Agreement the SC to further disclose such information. (B) to any Governmental Authority, the CPUC, and the License Agreement and the scope of any license granted hereunder or thereunder;CAISO in order to support its RA Compliance Showings. (vi) If SCE resells all or any portion of the Product to another party or the Product is to be provided to another party, SCE may disclose to the extent reasonably other party to such transaction all such information necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to effect such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do sotransaction.

Permitted Disclosures. Each Party may disclose the other Party’s Confidential Information: (i) to To the extent it is reasonably necessary for a Party or appropriate to preparefulfill its obligations or exercise its rights under the Agreement, file and Prosecute a Patent application under this Agreement or other agreements between the Parties or their Affiliates; (ii) to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure a party may include the disclosure of disclose Information it is otherwise obligated under this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior Article 12 not to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, disclose to its respective Affiliates, sublicensees, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, nonon a need-disclosure, to-know basis on condition that such Persons agree to keep the Information confidential for the same time periods and non-use substantially similar in scope to those in this Agreement; provided, the same extent as such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator party is required to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between keep the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained hereinInformation confidential; and (b) a party or its sublicensees may disclose such disclosure be expressly limited Information to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder government or thereunder; (vi) other regulatory authorities to the extent reasonably necessary to enforce this Agreement that such disclosure is required by applicable law, regulation or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent is reasonably necessary to comply with an applicable lawobtain patents or authorizations to conduct clinical trials with, ruleand to commercially market the Product, regulation of any governmental authority or securities exchange, including provided that such party shall provide written notice to the FDA, other party and sufficient opportunity to the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject other party to object to such lawdisclosure or to request confidential treatment thereof. The obligation not to disclose or use Information shall not apply to any part of such Information that (i) is or becomes patented, rule published or regulation will notify otherwise part of the public domain other than by acts of the party obligated not to disclose such Information or its Affiliates or sublicensees in contravention of the Agreement; (ii) is disclosed to the receiving party or its Affiliates or sublicensees by a Third Party, provided such Information was not obtained by such Third Party directly or indirectly from the other Partyparty under the Agreement on a confidential basis; (iii) prior to disclosure under the Agreement, allow was already in the possession of the receiving party or its Affiliates or sublicensees, provided such Information was not obtained directly or indirectly from the other Party party under the Agreement; (iv) is disclosed in a reasonable time press release agreed to seek a protective order by both parties hereto, which agreement shall not be unreasonably withheld; or (if appropriate), and reasonably cooperate with v) is independently developed by or for the receiving party or its Affiliates or permitted sublicensees by persons who did not have access to Information disclosed by the other Party’s efforts to do soparty under the Agreement.

Permitted Disclosures. Each Party may disclose Notwithstanding anything in the other Party’s Confidential Informationforegoing to the contrary, and subject to applicable Laws: (i) Any Party may disclose the Confidential Information in order to comply with applicable Laws, subject to the extent reasonably necessary for a Party to prepare, file and Prosecute a Patent application under this Agreement or other agreements between compliance with the Parties or their Affiliates;terms set forth in Section 11.1(d) below. (ii) the Company may disclose (A) the Confidential Information to its Affiliates and their respective employees, bankers, lenders, accountants, legal counsels, or advisors who need to know such information, in each case only where such Persons are informed of the extent permissible confidential nature of the Confidential Information and are under appropriate nondisclosure obligations substantially similar to those set forth in this Section 11.1, (B) the Confidential Information to any other agreements between Person to which disclosure is approved in writing by the Parties or their Affiliates;Company and the Investor. (iii) each Holder shall have the right to disclose: (A) any Confidential Information to such Holder’s Affiliate, the Investor’s and/or its fund manager’s and/or its Affiliate’s legal counsel, fund manager, auditor, insurer, accountant, consultant, creditor, clients or to an officer, director, general partner, limited partner, fund manager, shareholder, investor, bona fide potential investor, financing party or resources, counsel or advisor, or employee of such Holder and/or any of its Affiliate; provided, however, that any such Person shall be advised of the confidential nature of the Confidential Information except that there shall be no such obligation to so advise if the recipient is subject to professional obligations to maintain the confidentiality of the information or is otherwise bound by requirements of confidentiality in relation to the extent reasonably necessary Confidential Information; (B) any information for a Party fund and inter-fund reporting purposes; (C) any information as required by or in connection with any Law, Government Authorities, stock exchanges, legal process, litigation, arbitration, administrative or other investigations, proceedings and/or disputes; (D) any information to develop bona fide prospective purchasers/investors of the Exchangeable Notes, any share, security or commercializeother interests in the Company, directly including assignees or indirectly through transferees (or potential assignees or transferees) to whom it assigns or transfers (or may potentially assign or transfer) all or any of its rights and/or obligations under one or more licenseesTransaction Documents and any of such Person’s Affiliates, products related to Representatives and professional advisors, (E) any information contained in press releases or utilizing Intellectual Property within its allocated (or retained) field public announcements of rights the Company pursuant to this Agreement or the License AgreementSection 11.1(b) above; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality;and (ivF) any information to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate Person with the other Party’s efforts to do so; or (viii) to prior written consent of the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do soCompany.

Permitted Disclosures. Each Party may disclose (a) Notwithstanding the other Party’s Confidential Informationlimitations set forth in Section 1 above: (i) the Recipient (and, if applicable, its Representatives) may disclose Confidential Information of the Provider if and to the extent reasonably necessary for a Party that the Provider consents in writing to preparethe Recipient’s (or, file and Prosecute a Patent application under this Agreement or other agreements between the Parties or their Affiliates;if applicable, any of its Representative’s) disclosure thereof; and (ii) subject to Section 4(b) below, the Recipient may disclose Confidential Information of the Provider to the extent permissible under any required by applicable law or governmental regulation, by subpoena, interrogatory or other agreements between the Parties valid legal process or their Affiliates;by a listing agreement with a securities exchange. (iiib) If the Recipient or any of the Recipient’s Representatives is required by law or governmental regulation, by subpoena, interrogatory or other valid legal process or by a listing agreement with a securities exchange to disclose any of the Provider’s Confidential Information to any Person, to the extent reasonably necessary for legally permitted and commercially practicable the Recipient will promptly notify the Provider thereof so that the Provider may, in the Provider’s discretion and at its sole cost and expense, seek a Party protective order or other appropriate remedy to develop prevent, limit or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement delay such disclosure or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s nature and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure thereof. The Recipient and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order Representatives will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the Provider and the Provider’s Representatives, at the Provider’s sole cost and expense, in any attempt by the Provider to obtain any such protective order or other Party’s efforts to do so; or (viii) remedy, except to the extent reasonably necessary that such efforts involve litigation against the Recipient or any of its Representatives. If the Provider elects not to comply seek, or is unsuccessful in obtaining, any such protective order or other remedy in connection with an applicable lawany requirement that the Recipient or any of its Representatives disclose Confidential Information of the Provider within the time period within which Recipient or any of its Representatives is required to disclose any such Confidential Information, rulethen the Recipient or any of its Representatives may disclose such Confidential Information to the extent so required; provided, regulation of any governmental authority or securities exchangehowever, including that, to the FDAextent commercially practicable, the Securities Recipient and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation its Representatives will notify the other Party, allow the other Party a use commercially reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do soensure that such Confidential Information is treated confidentially by each Person to whom it is disclosed.

Permitted Disclosures. Each The Receiving Party may disclose the other Party’s Confidential InformationInformation as follows: 16.3.1. to those of its Representatives and professional advisors (iincluding accountants and lawyers) to the extent reasonably necessary for a Party to prepare, file and Prosecute a Patent application under this Agreement or other agreements between the Parties or their Affiliates; (ii) to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: who (a) are bound by written obligations (or professional or ethical duties) of confidentiality and non-use no less stringent than the terms contained in this Section 16 (Confidentiality), provided that, with respect to Third Party subcontractors and professional advisors, the duration of the confidentiality term may be shorter than that set forth herein if such disclosure may include shorter term is consistent with industry standards, (b) have a definitive need to know such Confidential Information in connection with the disclosure Receiving Party’s performance of its obligations or exercise of its rights hereunder and (c) have been advised of the Receiving Party’s obligations under this Section 16 (Confidentiality); provided, that the Receiving Party shall be liable for any breach of this Agreement’s and Section 16 (Confidentiality) caused by any of its Representatives or professional advisors (or any act or omission that would be a breach if such Representative or professional advisors was a party hereto); 16.3.2. with respect to the License Agreement’s existence and terms of this Agreement only, to its current or prospective bona fide investors, underwriters, lenders, insurers, brokers, partners, licensees or acquirers and their legal counsel and other professional advisors as part of their due diligence investigations who are (a) informed of the scope confidential nature of any license granted hereunder or thereunder; such information and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by written obligations (or professional or ethical duties) of confidentiality, non-disclosure, confidentiality and non-use substantially similar at least as protective of Confidential Information as the terms of this Section 16 (Confidentiality) (except of shorter duration if customary for the context of such disclosure); 16.3.3. in scope the case of Senti as the Receiving Party, to those Regulatory Authorities as reasonably necessary to obtain and maintain Regulatory Approvals and to comply with Senti’s or its Affiliates’ obligations under Laws as the sponsor of any regulatory filing or with respect to any clinical trial conducted by or on behalf of Senti, and to Third Parties in this Agreement; providedconnection with ▇▇▇▇▇’s exercise of its rights hereunder or development of Products or Senti Products, provided that such Party shall be responsible for any breaches Third Parties are bound by written obligations of confidentiality, non-disclosure confidentiality and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those the terms contained hereinin this Section 16 (Confidentiality), and to BlueRock under the terms of the BlueRock Agreement; and 16.3.4. directly in response to a valid order of a court of competent jurisdiction or other Governmental Entity having competent jurisdiction and to the extent required by Laws or by the listing standards, agreements, rules or regulations of the United States Securities and Exchange Commission or similar regulatory authority in a country other than the United States or of any stock exchange or listing entity on which any securities of the Receiving Party or any of its Affiliates are listed; provided, that the Receiving Party will (a) first give the Disclosing Party written notice of such order or requirements and any respective timing constraints to the extent legally permissible, (b) such disclosure be expressly limited to at the existence of this Agreement Disclosing Party’s request and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoenaexpense, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s Disclosing Party in any efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority contest such order or securities exchangerequirement or seek legal protection, including through a protective order and (c) limit the FDAdisclosure to only the information reasonably required to be disclosed by such order, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such lawstandard, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order agreement. 16.3.5. Notwithstanding this Section 16.3 (if appropriatePermitted Disclosures), Confidential Information that is permitted or required to be disclosed will remain otherwise subject to the confidentiality and reasonably cooperate with the other Party’s efforts to do sonon-use provisions of Section 16.2 (Confidentiality and Non-Use).

Permitted Disclosures. Notwithstanding the foregoing, Confidential Information may be disclosed under the following circumstances: (a) The parties may disclose Confidential Information of the other party in the course of complying with applicable governmental regulations or submitting information to tax or other governmental authorities, provided that if a party is required to make any such disclosure of the other party’s Confidential Information, to the extent it may legally do so, it will give reasonable advance notice to the other party of such disclosure in order to allow the other party an opportunity to secure confidential treatment of its Confidential Information prior to its disclosure; (b) Each Party party may disclose the other Party’s Confidential Informationexistence of this Agreement, a summary of the rights granted hereunder and certain terms and conditions of the Agreement as follows: (i) any reasonably relevant portions of the Agreement may be disclosed to actual Sublicensees as well as to actual and potential investors attorneys, financial advisors, accountants, employees, and contractors who are bound by written agreements with the extent reasonably necessary for a Party to prepare, file and Prosecute a Patent application under this Agreement or other agreements between receiving party containing provisions at least as protective of the Parties or their Affiliatesdisclosing party’s Confidential Information as those set forth herein; (ii) the royalty rates set forth in the Agreement and any reasonably relevant non-economic portions of the Agreement may be disclosed to potential Sublicensees who are bound by written agreements with the extent permissible under any other agreements between receiving party containing provisions at least as protective of the Parties or their Affiliates;disclosing party’s Confidential Information as those set forth herein. (iiic) to Either party may disclose the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s terms and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes conditions of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do soUniversities.

Permitted Disclosures. Each Notwithstanding the foregoing, but subject to the last sentence of this Section 8.2, the provisions of Section 8.1 shall not apply to information, documents or materials that the receiving Party may disclose can conclusively establish: (a) have become published or otherwise entered the public domain other than by breach of this Agreement by the receiving Party or its Affiliates; (b) are permitted to be disclosed by prior consent of the other Party’s Confidential Information:; (ic) have become known to the disclosing Party by a Third Party, provided such Confidential Information was not obtained by such Third Party directly or indirectly from the other Party under this Agreement on a confidential basis; (d) prior to disclosure under the Agreement, was already in the possession of the receiving Party, its Affiliates or Sublicensees, provided such Confidential Information was not obtained directly or indirectly from the other Party under this Agreement; (e) are required to be disclosed by the receiving Party to comply with any applicable law, regulation or court order, or are reasonably necessary to obtain patents, copyrights or authorizations to conduct clinical trials with, and to commercially market, Licensed Product(s), provided that the receiving Party shall provide prior notice of such disclosure to the other Party and take reasonable and lawful actions to avoid or minimize the degree of disclosure; (f) to the extent reasonably necessary for needed in a patent application claiming Program Inventions made hereunder to be filed with the United States Patent and Trademark Office and/or any similar foreign agency, provided that the Party filing the patent shall provide prior notice of such disclosure to prepare, file the other Party and Prosecute a Patent application under this Agreement take reasonable and lawful actions to avoid or other agreements between minimize the Parties or their Affiliatesdegree of disclosure; (iig) to a potential Sublicensee or Sublicensee as permitted hereunder, provided that such potential Sublicensee or Sublicensee is then subject to obligations of confidentiality and limitations on use of such Confidential Information substantially similar to those contained herein; and [***] Confidential treatment has been requested with respect to the omitted portions. (h) to a potential or bona fide collaborator or manufacturing, development or sales contractor or partner, but only to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) directly relevant to the extent reasonably necessary for a Party collaboration, partnership or contract and provided that such collaborator, partner or contractor is then subject to develop or commercialize, directly or indirectly through one or more licensees, products related obligations of confidentiality and limitations on use of such Confidential Information substantially similar to or utilizing Intellectual Property within its allocated those contained herein. Notwithstanding the disclosures permitted under subsections (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party wille)-(h), if reasonably practicalthe information, take reasonable steps to limit the scope of documents or materials covered by such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound subsection is otherwise protected by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between then the Parties: (a) such stockholders and prospective investors are subject to confidentiality obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do soSection 8.1 shall still apply.

Permitted Disclosures. Each The Receiving Party may disclose Confidential Information belonging to the Disclosing Party as expressly permitted by this Agreement or if and to the extent such disclosure is reasonably necessary in the following instances: (a) Prosecution and Maintenance of Patents as permitted by this Agreement; (b) in the case of ▇▇▇▇▇ as the Receiving Party or, upon the effective date of each Reversion License, Aktis as the Receiving Party, Regulatory Filings for a Licensed Product or Reversion Product, as applicable, that such Party has a license or right to develop hereunder in a given country or jurisdiction; provided that with respect to Aktis as the Receiving Party, any such disclosures under this Section 12.1.4(b) shall be limited to Confidential Information of Lilly that is included in the Regulatory Filings that ▇▇▇▇▇ assigns to Aktis pursuant to Section 13.7.5(b); (c) prosecuting or defending litigation as permitted by this Agreement; (d) complying with applicable court orders Applicable Laws; (e) in response to a valid request by a U.S., state, foreign, provincial, or local tax authority, in which case either Party may disclose, a copy of this Agreement (including any Exhibits, Appendices, ancillary agreements, and amendments hereto); (f) disclosure to its and its Affiliates’ employees, consultants, contractors and agents, and to Sublicensees (in the case of Lilly), in each case on a need-to-know basis in connection with carrying out the activities assigned to it in each Research Plan and the Exploitation of Licensed Compounds and Licensed Products in the Field in the Territory in accordance with this Agreement, in each case under written obligations of confidentiality and non-use at least as stringent as those herein; and (g) in the case of Aktis as the Receiving Party, [***]; and (h) in the case of Aktis as the Receiving Party, disclosure of [***]. Notwithstanding the foregoing, if a Party is required to make a disclosure of the other Party’s Confidential Information: Information pursuant to Section 12.1.4(d), it shall, except where impracticable, give reasonable advance notice to the other Party of such disclosure and (i) use efforts to secure confidential treatment of such Confidential [***] and (ii) disclose such information solely to the extent reasonably necessary for a Party in complying with such court orders or governmental regulations or regulators or such valid requests. Any information disclosed pursuant to prepare, file Section 12.1.4(d) remains Confidential Information and Prosecute a Patent application under this Agreement or other agreements between the Parties or their Affiliates; (ii) subject to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those restrictions set forth in this Agreement; provided, such including the foregoing provisions of this Article 12. For clarity, either Party shall be responsible for may disclose without any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to limitation such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement U.S. federal income tax treatment and the License Agreement and U.S. federal income tax structure of the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject transactions relating to such subpoena, court order Party that are based on or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do soderived from this Agreement.

Permitted Disclosures. Each Except as otherwise provided herein, a Party may disclose Confidential Information received from the other Party’s Confidential Information: (iA) to the extent reasonably necessary for a Party to prepare, file and Prosecute a Patent application under this Agreement governmental or other agreements between the Parties regulatory agencies in order to obtain Patents or their Affiliates; (ii) approval to the extent permissible under any other agreements between the Parties conduct clinical trials, or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreementgain Marketing Approval; provided that: (a) that such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but be made only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement obtain such Patents or other agreements between the Parties or their Affiliatesapprovals; (viiB) to the extent reasonably necessary any adjudicative body as required by law, provided that prior to comply with a subpoena, court order, or administrative order. Before complyingsuch disclosure, the Party subject to such subpoenadisclosure obligation (the "Notifying Party") promptly notifies the other Party of such requirement so that such other Party can seek a protective order, court order confidential treatment or administrative order other appropriate remedy; and provided, further, that in the event that no such protective order, confidential treatment or other remedy is obtained, or that such other Party waives compliance with this section, the Notifying Party will notify furnish only that portion of the other Party's Confidential Information that it is advised by counsel it is legally required to furnish; (C) to Affiliates, allow sublicensees, agents, consultants, and/or other Third Parties for the development, manufacturing and/or marketing of Isis Products or Alnylam Products (or for such parties to determine their interest in performing such activities) in accordance with this Agreement on the condition that such Affiliates, sublicensees and Third Parties agree to be bound by the confidentiality obligations contained in this Agreement; (D) if such disclosure is required by law or regulation (including without limitation by rules or regulations of any securities exchange or NASDAQ), provided that prior to such disclosure, the Notifying Party promptly notifies the other Party of such requirement so that such other Party can seek a reasonable time to oppose protective order, confidential treatment or other appropriate remedy; and provided, further, that in the disclosureevent that no such protective order, and reasonably cooperate confidential treatment or other remedy is obtained, or that such other Party waives compliance with this section, the Notifying Party will furnish only that portion of the other Party’s efforts 's Confidential Information that it is advised by counsel it is legally required to do sofurnish; or (viiiE) as necessary if embodied in products to develop and commercialize such products. Either Party may disclose (i) a copy of this Agreement on a confidential basis to prospective lenders and investors, (ii) a mutually agreed upon redacted copy of this Agreement on a confidential basis to prospective collaborators and (iii) the extent reasonably necessary to comply with an terms of this Agreement as required under applicable law, rule, regulation securities laws or regulations (including without limitation under rules or regulations of any governmental authority securities exchange or securities exchangeNASDAQ); provided, including the FDAhowever, the Securities and Exchange Commission and the New York Stock Exchange. Before complyingthat, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriateSection 6.4(i), and reasonably cooperate with Alnylam shall not disclose Isis' past or current Reserved Targets without the other Party’s efforts to do soexpress prior written consent of Isis.

Permitted Disclosures. Each The Receiving Party may disclose the other Disclosing Party’s Confidential InformationInformation as expressly permitted by this Agreement, or if and to the extent such disclosure is reasonably necessary in the following instances: (ia) to the extent reasonably necessary for a Party to prepare, file and Prosecute a Patent application under this Agreement or other agreements between the Parties or their Affiliates; (ii) to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this AgreementReceiving Party’s and the License Agreement’s existence its Affiliates’ employees, consultants and the scope of any license granted hereunder or thereunder; advisors Who have a need to know such Confidential Information and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, confidentiality and non-use substantially similar in scope with respect to those in the Disclosing Party’s Confidential Information at least as stringent as the terms of this Agreement; Article 7; (b) to actual or potential Sublicensees, provided, in each case, that any such Party shall Sublicensee has agreed in writing to be responsible for any breaches bound by obligations of confidentiality, non-disclosure confidentiality and non-use by any such Affiliateat least as stringent as those set forth in this Article 7, consultant, agent, advisor, attorney, outside contractor or clinical investigator and that the Confidential Information so disclosed shall remain subject to whom disclosure is madethis Article 7; (vc) to actual or potential Third Party investors, funding sources or acquirers in connection with communications due diligence or similar investigations by such Third Parties, and in confidential financing documents, provided, in each case, that any such Third Party agrees in writing to such be bound by reasonable obligations of confidentiality and non-use; (d) to patent offices in order to file, prosecute and maintain ▇▇▇▇▇▇ Patent Rights as permitted by this Agreement; (e) to Regulatory Authorities in order to seek or obtain approval to conduct clinical trials of Licensed Products, or to gain Regulatory Approval of Licensed Products as provided herein; (f) in establishing or enforcing the Receiving Party’s stockholders rights under this Agreement; (g) in prosecuting or defending litigation as permitted by this Agreement; and prospective investorsCERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (h) in complying with a valid order of a court or other governmental body having jurisdiction or with applicable laws, rules and regulations (including by rules or regulations of any securities exchange or NASDAQ); provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited Receiving Party shall, except where impracticable, give reasonable advance notice to the existence Disclosing Party of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the required disclosure, and, at the Disclosing Parry’s request and reasonably expense, cooperate with the other Disclosing Party’s efforts to do so; or (viii) contest such required disclosure, to obtain a protective order preventing or limiting the extent reasonably necessary disclosure or requiring that the Confidential Information so disclosed be used only for the purposes far which such disclosure is required, or to comply with an applicable law, rule, regulation obtain other confidential treatment of the Confidential Information required to be disclosed. In any governmental authority or securities exchange, including the FDAevent, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Receiving Party subject to shall disclose only such Confidential Information as it is required by such order or applicable law, rule or regulation will notify to disclose and shall only disclose such Confidential Information for the other Partypurpose and to the entity(ies) required by such order or applicable law, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do sorule or regulation.

Permitted Disclosures. Each Notwithstanding any provision to the contrary in this Section 12.10, this Section 12.10(i) shall not apply to (a) Confidential Information which a Party may disclose learns from a third party which such third party reasonably believes to have the right to make the disclosure, provided that the restricted Party complies with any restrictions imposed by such third party; (b) Confidential Information which is rightfully in the restricted party’s possession prior to the time of disclosure by the protected party and not acquired by the restricted party under a confidentiality obligation; (c) Confidential Information which enters the public domain without breach of confidentiality by the restricted party, (d) disclosures of Confidential Information by a Party to its current or bona fide prospective investor, Affiliates and their respective employees, bankers, lenders, accountants, legal counsels, business partners or representatives or advisors who need to know such information, in each case only where such persons or entities are informed of the confidential nature of the Confidential Information and are under appropriate nondisclosure obligations substantially similar to those set forth in Section 12.10, (e) disclosures of Confidential Information to a bona fide prospective purchaser or transferee of the Shares held by the Investors where such purchaser or transferee is informed of the confidential nature of the Confidential Information and are under appropriate nondisclosure obligations substantially similar to those set forth in this Section 12.10, (f) disclosures of Confidential Information if such disclosure is approved in writing by the Company, the Majority Ordinary Holders and the Majority Preferred Holders, and (g) disclosures of Confidential Information to the extent required pursuant to applicable Law (including the applicable rules of any stock exchange), in which case the party required to make such disclosure (the “Disclosing Party”) shall provide the other Party’s Confidential Information: (i) Parties with prompt written notice of that fact, shall consult with the other Parties regarding such disclosure, and shall, to the extent reasonably necessary for a Party to prepare, file practicable and Prosecute a Patent application under this Agreement or legally permissible and with the cooperation and reasonable efforts of the other agreements between the Parties or their Affiliates; (ii) to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate)order, and reasonably cooperate with confidential treatment or other appropriate remedy. In such event, the other Party’s efforts Disclosing Party shall furnish only that portion of the information which is legally required to do sobe disclosed.

Permitted Disclosures. Each In addition to the exceptions contained in Section 8.2 (Non-Disclosure and Non-Use Obligation) and Section 8.3 (Exemptions), the Receiving Party may disclose Confidential Information of the other Party’s Confidential InformationDisclosing Party to the extent (and solely to the extent) that such disclosure is reasonably necessary in the following instances: (ia) to the extent reasonably prosecution and maintenance of Licensed Patent Rights and Joint Collaboration Patent Rights, in each case, as contemplated by this Agreement; or (b) Regulatory Submissions and other filings with Governmental Authorities (including Regulatory Authorities), as necessary for the Exploitation of a Party to prepare, file Licensed Product; 8.4.2 disclosure of the existence and Prosecute a Patent application under applicable terms of this Agreement or other agreements between and the Parties or their Affiliates; (ii) to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through status and results of Exploitation of one or more licenseesLicensed Products to actual or bona fide potential, products related to investors, acquirors, Sublicensees, lenders, and other financial or utilizing Intellectual Property within its allocated commercial partners (including in connection with any royalty factoring transaction), and their respective attorneys, accountants, banks, investors, and advisors, solely for the purpose of evaluating or retained) field of rights pursuant to this Agreement carrying out an actual or the License Agreementpotential investment, acquisition, sublicense, debt transaction, or collaboration; provided that: , in each such case, (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons Persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to provisions at least as restrictive or protective of the Parties as those set forth in this Agreement; providedAgreement or otherwise customary for such type and scope of disclosure, and (b) that any such disclosure is limited to the maximum extent practicable for the particular context in which it is being disclosed; 8.4.3 to comply with Applicable Law (whether generally or in pursuit of an application for listing of securities) including the United States Securities and Exchange Commission or equivalent foreign agency or regulatory body, or otherwise required by judicial or administrative process, provided that in each such event, as promptly as reasonably practicable and to the extent not prohibited by Applicable Law or judicial or administrative process, such Party shall be responsible will notify the other Party of such required disclosure and provide a draft of the disclosure to the other Party reasonably in advance of such filing or disclosure for any breaches of confidentiality, the other Party’s review and comment. The non-disclosure disclosing Party will provide any comments as soon as practicable, and the disclosing Party will consider in good faith any timely comments provided by the non-disclosing Party; provided that the disclosing Party may or may not accept such comments in its sole discretion. Confidential Information that is disclosed in order to comply with Applicable Law or by judicial or administrative process pursuant to this Section 8.4.3, in each case, will remain otherwise subject to the confidentiality and non-use provisions of this Article 8 (Confidentiality) with respect to the Party disclosing such Confidential Information, and such Party will take all steps reasonably necessary, including seeking of confidential treatment or a protective order for a period of at least [***] (to the extent permitted by any Applicable Law or Governmental Authority), to ensure the continued confidential treatment of such AffiliateConfidential Information, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) and each Party will be responsible for its own legal and other external costs in connection with communications any such filing or disclosure pursuant to such this Section 8.4.3; 8.4.4 to prosecute or defend litigation and to enforce Patent Rights in connection with the Receiving Party’s stockholders rights and prospective investorsobligations pursuant to this Agreement; and 8.4.5 to allow the Receiving Party to exercise its rights and perform its obligations hereunder, provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations disclosure is covered by terms of confidentiality no less stringent than and non-use at least as restrictive as those contained set forth herein; . If and whenever any Confidential Information is disclosed in accordance with this Section 8.4 (b) Permitted Disclosures), such disclosure will not cause any such information to cease to be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) Confidential Information except to the extent reasonably necessary to enforce that such disclosure results in a public disclosure of such information (other than by breach of this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriateAgreement), and reasonably cooperate with the other Party’s efforts to do so.

Permitted Disclosures. Each The Receiving Party may disclose Confidential Proprietary Information belonging to the Disclosing Party as expressly permitted by this Agreement or if and to the extent such disclosure is reasonably necessary in the following instances: (a) made by or on behalf of the Receiving Party to a Patent authority as may be reasonably necessary or useful for purposes of Prosecution and Maintenance of Patents as permitted by this Agreement; provided, that neither Party shall file a patent application that discloses Program IP that is solely owned by the other Party pursuant to this Agreement without the prior written consent of the owning Party (such consent not to be unreasonably withheld, conditioned or delayed); (b) made by or on behalf of the Receiving Party to Regulatory Authorities as required in connection with any Regulatory Filings for a product that such Party has a license or right to develop in a given country or jurisdiction; (c) made by or on behalf of the Receiving Party as may be reasonably necessary for prosecuting or defending litigation as permitted by this Agreement; (d) made by or on behalf of the Receiving Party for the purpose of complying with a valid order of a court of competent jurisdiction or other Governmental Authority of competent jurisdiction or, if in the opinion of the Receiving Party’s legal counsel, such disclosure is otherwise required by Applicable Law; (e) made by or on behalf of the Receiving Party where such disclosure is required by a Regulatory Authority (including in filings with the Securities and Exchange Commission or other agency) of certain material developments or material information generated under this Agreement; (f) made by or on behalf of the Receiving Party as of the Effective Date in response to a valid request by a U.S., state, foreign, provincial, or local tax authority, in which case either Party may disclose a copy of this Agreement (including any Exhibits, Appendices, ancillary agreements, and amendments hereto); (g) made by the Receiving Party to its and its Affiliates’ employees, consultants, contractors and agents, and to Sublicensees (in the case of Lilly), in each case on a need-to-know basis (as reasonably determined by the Receiving Party) in connection with the Exploitation of Products or Terminated Products (if applicable) in the Field in the Territory, in each case under written obligations of confidentiality and non-use at least as stringent as those herein; and (h) made by the Receiving Party to potential and actual investors, acquirers, licensees and other financial or commercial partners solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition, or collaboration, in each case under written obligations of confidentiality and non-use at least as stringent as those herein; provided, however, that with respect to disclosure to actual or bona fide potential investors, such disclosure is under a written obligation of confidentiality that is consistent with market terms, including a shorter period of time during which such information must be held confidential. Notwithstanding the foregoing, if a Party is required to make a disclosure of the other Party’s Confidential Information: (iProprietary Information pursuant to Section 12.1.4(c) or Section 12.1.4(d), it shall, except where impracticable, give reasonable advance notice to the extent reasonably necessary for a other Party to prepare, file and Prosecute a Patent application under this Agreement or other agreements between the Parties or their Affiliates; (ii) to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and use efforts to secure confidential treatment of such Confidential Proprietary Information at least as diligent as such Party would use to protect its effect on confidentiality; (iv) own Confidential Proprietary Information, but in no event less than reasonable efforts. Any information disclosed pursuant to this Section 12.1.4 remains Confidential Proprietary Information and subject to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those restrictions set forth in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do soforegoing provisions of this Article 12.

Permitted Disclosures. Each Notwithstanding the obligations of confidentiality and non- use set forth in Section 9.1.1 above, a Receiving Party may provide Confidential Information disclosed to it and disclose the other Party’s Confidential Information: (i) existence and terms and conditions of this Agreement, in each case, as may be reasonably required to the extent reasonably necessary for a Party such disclosure is: 9.1.2.1. to prepareits Affiliates, file Sublicensees or licensees, and Prosecute a Patent application under this Agreement its and their employees, directors, agents, consultants, or other agreements between the Parties or their Affiliates; (ii) advisors to the extent permissible necessary for the potential or actual performance of its obligations or exercise of its rights under any other agreements between this Agreement, in each case, who are under an obligation of confidentiality with respect to such information that is no less stringent than the Parties or their Affiliatesterms and conditions of this Section 9.1; (iii) 9.1.2.2. to the Regulatory Authorities in connection with any filing, application or request for Regulatory Approval in accordance with the terms of this Agreement; provided that reasonable measures will be taken to assure confidential treatment of such Confidential Information to the extent reasonably necessary for a Party practicable and consistent with applicable Law; 9.1.2.3. made in connection with the Prosecution and Maintenance of Eureka Licensed Technology, Joint Agreement Technology or Licensee Agreement Technology in an effort to develop secure, maintain, defend or commercializeenforce Patent Rights, directly as contemplated by this Agreement, or, with respect to such activities only, otherwise with the prior written consent of the disclosing Party’s intellectual property counsel; 9.1.2.4. to bring or indirectly through one or more licensees, products related defend litigation and to or utilizing Intellectual Property within its allocated (or retained) field of enforce Patent Rights in connection with the Receiving Party’s rights and obligations pursuant to this Agreement Agreement; 9.1.2.5. subject to Section 9.1.2.8, required to be disclosed by applicable Law, including by the rules or regulations of the License Agreement; provided that: United States Securities and Exchange Commission or similar regulatory agency in a country other than the United States or of any stock exchange or listing entity; 9.1.2.6. (a) such disclosure may include with respect to the disclosure terms and conditions of this Agreement’s , to any bona fide actual or prospective acquirers, underwriters, investors, lenders, other financing sources, licensors, Sublicensees or licensees and the License Agreement’s existence and the scope to employees, directors, agents, consultants or advisors of any license granted hereunder or thereunder; such Third Party, and (b) prior with respect to making any other Confidential Information of the other Party, to any bona fide actual or prospective acquirers, licensors, Sublicensees or licensees and to employees, directors, agents, consultants or advisors of such Third Party, provided that any entity or individual receiving Confidential Information under clause (a) or (b) has a need to know such information and is under obligations of confidentiality and non-use with respect to such information that are no less stringent than the terms and conditions of this Section 9.1 (but of duration customary in confidentiality agreements entered into for a similar purpose); and 9.1.2.7. to any Third Party to the extent a Party is required to do so pursuant to the terms and conditions of an in-license agreement with such Third Party relating to the intellectual property rights sublicensed to such Party hereunder, provided that any such Third Party receiving Confidential Information is under obligations of confidentiality and non-use with respect to such information that are no less stringent than the terms and conditions of this Section 9.1. 9.1.2.8. If a Party, after consultation with counsel, determines it is required by Law to disclose Confidential Information of the other Party that is subject to the confidentiality or non- disclosure pursuant provisions of this Section 9.1, then such Party will promptly inform the other Party of the disclosure that is being sought (and to the extent possible upon at least five Business Days’ notice) in order to provide the other Party an opportunity to challenge or limit the disclosure and will reasonably cooperate with the other Party to do so. In the event that no such protective order or other remedy is obtained, or the Disclosing Party waives compliance with certain terms of this subsectionArticle 9, then the Receiving Party will furnish only that portion of Confidential Information that the Receiving Party is advised by counsel is legally required to be disclosed. Notwithstanding Section 9.1.1, Confidential Information that is permitted or required to be disclosed will remain otherwise subject to the confidentiality and non-use provisions of this Section 9.1. If either Party concludes based on the reasonable opinion of counsel that a copy of this Agreement must be filed with the United States Securities and Exchange Commission or similar regulatory agency in a country other than the United States, such Party will, if reasonably practical, take within a reasonable steps time prior to limit the scope of any such disclosure filing (and its effect on confidentiality; (iv) to the extent reasonably necessary for possible at least five Business Days’ prior to any such filing), provide the purposes other Party with a copy of this Agreement or other agreements between the Parties, showing any provisions hereof as to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, which such Party shall be responsible for any breaches of confidentialityproposes to request confidential treatment, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow provide the other Party a reasonable time with an opportunity to oppose the disclosurecomment on any such proposed redactions and to suggest additional redactions, and reasonably cooperate with will take the other Party’s reasonable comments into consideration before filing such copy of this Agreement and, if any such additional redactions are accepted, use reasonable efforts to do so; or (viii) have such additional redactions afforded confidential treatment by the applicable regulatory agency. Further, in making any disclosures set forth in clauses 9.1.2.1 through 9.1.2.5 above, the Receiving Party will, where reasonably practicable, give such advance notice to the extent reasonably necessary Disclosing Party of such disclosure requirement as is reasonable under the circumstances and will use its reasonable efforts to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts Disclosing Party in order to do sosecure confidential treatment of such Confidential Information required to be disclosed.

Permitted Disclosures. Each Party may disclose the other Party’s Confidential Information: (i) SCE and Seller may disclose Confidential Information to the extent reasonably necessary for “Independent Evaluator,” as defined in CPUC Decision ▇▇-▇▇-▇▇▇. SCE and the Independent Evaluator may disclose Confidential Information to Governmental Authorities, the CAISO, SCE’s Procurement Review Group established by the CPUC in Decision 02- 08-071 (“PRG”), and SCE’s advisory Cost Allocation Mechanism Group established by the CPUC in Decision ▇▇-▇▇-▇▇▇ (“CAM”), or pursuant to any discovery or data request of a Party party to prepareany proceeding before the CPUC, file and Prosecute a Patent application under this Agreement FERC or CEC. Neither SCE nor the Independent Evaluator shall have any liability whatsoever to Seller in the event of any unauthorized use or disclosure by any Governmental Authority, the PRG, the CAM, or the CAISO of any Confidential Information or other agreements between information disclosed to any of them by SCE or the Parties or their Affiliates;Independent Evaluator. (ii) The Parties may disclose Confidential Information to the extent permissible under necessary to comply with Applicable Laws, any other agreements between the Parties accounting rule or their Affiliates;standard, and any applicable summons, subpoena or order of a Governmental Authority, and any exchange, Control Area or CAISO rule. (iii) Either Party shall be permitted to disclose the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant following terms with respect to this Agreement or the License Agreement; provided that: (aA) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; Party names, (B) technology type, (C) Delivery Period, (D) Project location, (E) Contracted Amount, (F) Expected Initial Delivery Date, and (bG) prior to making any such disclosure pursuant to this subsectionthe Project’s expected Energy deliveries, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality;energy savings or load reduction (as applicable). (iv) The Parties may disclose Confidential Information as may reasonably be required to participate in the extent reasonably necessary WREGIS or other process recognized under Applicable Laws for the purposes registration, transfer or ownership of this Agreement or other agreements between Green Attributes associated with the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is madeProject; (v) in connection with communications to such Party’s stockholders If applicable, Seller may disclose the Product, or any applicable portion of the Product, including the applicable Expected Capacity Attributes and prospective investors; provided that unless otherwise agreed between the Parties: any amounts of EFC and Inflexible Capacity for each Showing Month under this Agreement: (aA) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence SC in order for such SC to timely submit accurate Supply Plans; provided, that Seller shall use reasonable efforts to limit, to the extent possible, the ability of this Agreement the SC to further disclose such information. (B) to any Governmental Authority, the CPUC, and the License Agreement and the scope of any license granted hereunder or thereunder;CAISO in order to support its RA Compliance Showings. (vi) If SCE resells all or any portion of the Product to another party or the Product is to be provided to another party, SCE may disclose to the extent reasonably other party to such transaction all such information necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to effect such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do sotransaction.

Permitted Disclosures. Each The Receiving Party may disclose the existence or terms of this Agreement or Confidential Information of the Disclosing Party as expressly permitted by this Agreement or to the extent such disclosure is reasonably necessary in the following instances: (a) obtaining and maintaining CTAs and Regulatory Approvals of CpG Adjuvant (in the case of Dynavax as the Receiving Party) and Products (in the case of Purchaser as the Receiving Party); (b) complying with valid court orders or Applicable Laws, or the rules of any securities exchange on which a Party’s securities are listed or the requirements of any Regulatory Authority or Government Authority; (c) in the case of the Purchaser, in responding to requests for information from the UK Government requiring such disclosure; (d) disclosure to its and its Affiliates’ employees, consultants, contractors, and agents, in each case on a need-to-know basis in connection with development or manufacture of the CpG Material (in the case of Dynavax) or the development, manufacture, or commercialization of any Product (in the case of Purchaser), in each case in accordance with the terms of this Agreement and under written obligations of confidentiality and non-use at least substantially similar to those herein; and (e) disclosure to actual and bona fide potential investors, acquirors, and other financial partners for the purpose of evaluating or carrying out an actual or potential investment or acquisition, in each case under written obligations of confidentiality and non-use at least as stringent as those herein; provided that the disclosing Party limits such disclosure to the maximum extent possible and redacts the financial terms and other provisions of this Agreement that are not reasonably required to be disclosed in connection with such potential investment or acquisition. Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information: (i) to the extent reasonably necessary for a Party to prepare, file and Prosecute a Patent application under this Agreement or other agreements between the Parties or their Affiliates; (ii) to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights Information pursuant to this Agreement Section 7.2(b) or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsectionSection 7.2(c), such Party it will, if reasonably practicalexcept where impermissible, take give reasonable steps advance notice to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a of such required disclosure and comply with all reasonable time requests of the Disclosing Party with respect to oppose maintaining confidence of such Confidential Information and in any event shall use at least the disclosure, and reasonably cooperate with the other Party’s same diligent efforts to do so; or (viii) secure confidential treatment of such Confidential Information as such Party would use to the extent reasonably necessary to comply with an applicable lawprotect its own confidential information of a similar nature, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a but in no event less than reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do soefforts.

Permitted Disclosures. Each Subject to the Privacy Obligations, a Receiving Party may disclose Confidential Information of the Disclosing Party: (a) if and to the extent required by a Governmental Authority or otherwise as required by Applicable Law (including FOIPPA); provided, however, that the Receiving Party must first give the Disclosing Party notice of the compelled disclosure (except where prohibited by Applicable Law from doing so) and must use commercially reasonable efforts to provide the Disclosing Party with an opportunity to take the steps as it desires to challenge or contest the disclosure or seek a protective order. Thereafter, the Receiving Party may disclose the other Confidential Information of the Disclosing Party’s Confidential Information, but only to the extent required by Applicable Law and subject to any applicable protective order; and (b) to: (i) its regulators, accountants, internal and external auditors and other professional advisors if and to the extent reasonably necessary for that those persons need to know the Confidential Information in order to provide the applicable professional advisory services relating to the Receiving Party’s business; (ii) potential permitted assignees or successors, investors or lenders if and to the extent that those persons need to know the Confidential Information in connection with a Party potential sale, merger, amalgamation, financing or other corporate transaction involving the business or assets of the Receiving Party; and (iii) employees of the Receiving Party, its Affiliates and third party service providers and suppliers if and to prepare, file and Prosecute a Patent application the extent that those persons need to know the Confidential Information to perform their respective obligations under this Agreement or other agreements between or, in the Parties or their Affiliates; (ii) case where the Receiving Party is the Province, to provide services to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar Province in scope to those in connection with this Agreement; provided, such Party shall be responsible for any breaches of confidentialityhowever, non-disclosure and non-use by that any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) Person has entered into an agreement with the Receiving Party that includes confidentiality obligations in connection with communications to such Party’s stockholders and prospective investors; provided respect of the Confidential Information of the Disclosing Party that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) in this Section 10. Notwithstanding anything else in this Agreement, unless the Supplier has expressly approved such disclosure be expressly limited in advance (which approval it may decline to the existence of this Agreement and the License Agreement and the scope of provide for any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriatereason), and reasonably cooperate except as may be required by Applicable Law or the Privacy Obligations, the Province may not disclose any Supplier Confidential Information to any Supplier Competitor other than the Personalization Service Provider, the Services Card Engraver and the Insurance Corporation of British Columbia as required in connection with receipt of the other Party’s efforts to do soServices under this Agreement.

Permitted Disclosures. Each Notwithstanding the foregoing, but subject to the last sentence of this Section 8.2, the provisions of Section 8.1 shall not apply to information, documents or materials that the receiving Party may disclose can conclusively establish: (a) have become published or otherwise entered the public domain other than by breach of this Agreement by the receiving Party or its Affiliates; (b) are permitted to be disclosed by prior consent of the other Party’s Confidential Information:; (ic) have become known to the disclosing Party by a Third Party, provided such Confidential Information was not obtained by such Third Party directly or indirectly from the other Party under this Agreement on a confidential basis; (d) prior to disclosure under the Agreement, was already in the possession of the receiving Party, its Affiliates or Sublicensees, provided such Confidential Information was not obtained directly or indirectly from the other Party under this Agreement; (e) are required to be disclosed by the receiving Party to comply with any applicable law, regulation or court order, or are reasonably necessary to obtain patents, copyrights or authorizations to conduct clinical trials with, and to commercially market, Licensed Product(s), provided that the receiving Party shall provide prior notice of such disclosure to the other Party and take reasonable and lawful actions to avoid or minimize the degree of disclosure; (f) to the extent reasonably necessary for needed in a patent application claiming Program Inventions made hereunder to be filed with the United States Patent and Trademark Office and/or any similar foreign agency, provided that the Party filing the patent shall provide prior notice of such disclosure to prepare, file the other Party and Prosecute a Patent application under this Agreement take reasonable and lawful actions to avoid or other agreements between minimize the Parties or their Affiliatesdegree of disclosure; (iig) to a potential Sublicensee or Sublicensee as permitted hereunder, provided that such potential Sublicensee or Sublicensee is then subject to obligations of confidentiality and limitations on use of such Confidential Information substantially similar to those contained herein; and (h) to a potential or bona fide collaborator or manufacturing, development or sales contractor or partner, but only to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) directly relevant to the extent reasonably necessary for a Party collaboration, partnership or contract and provided that such collaborator, partner or contractor is then subject to develop or commercialize, directly or indirectly through one or more licensees, products related obligations of confidentiality and limitations on use of such Confidential Information substantially similar to or utilizing Intellectual Property within its allocated those contained herein. Notwithstanding the disclosures permitted under subsections (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party wille)-(h), if reasonably practicalthe information, take reasonable steps to limit the scope of documents or materials covered by such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound subsection is otherwise protected by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between then the Parties: (a) such stockholders and prospective investors are subject to confidentiality obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do soSection 8.1 shall still apply.

Permitted Disclosures. Each (a) The Receiving Party may disclose provide the other Disclosing Party’s Confidential Information (i) to the employees, consultants and advisors of the Receiving Party’s Affiliates, Sublicensees and potential Sublicensees who have a need to know such Confidential Information for purposes of the Receiving Party exercising or granting licenses or sublicenses under Intellectual Property Rights as permitted herein, (ii) in communications with existing or bona fide prospective acquirers, merger partners, lenders or investors, and (iii) to Astellas and/or the Other Vaccine Company, in each case of (i), (ii) and (iii), on a need to know basis and under appropriate confidentiality provisions substantially equivalent to those of this Agreement. (b) The Receiving Party may provide the Disclosing Party’s Confidential Information: (i) to the Receiving Party’s employees, consultants and advisors who have a need to know such Confidential Information and are bound by an obligation to maintain the confidentiality of the Disclosing Party’s Confidential Information to the same extent reasonably necessary for a Party to prepare, file and Prosecute a Patent application under this Agreement or other agreements between the Parties or their Affiliatesas if they were parties hereto; (ii) to the extent permissible under any other agreements between the Parties patent offices or their Affiliates; (iii) Regulatory Authorities in order to the extent reasonably necessary for a Party seek or obtain Patent Rights or approval to develop conduct Clinical Trials, or commercializeto gain Regulatory Approval; provided, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) that such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but be made only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement seek or other agreements between the Parties obtain such Patent Rights or their Affiliatesapprovals; (viiiii) if such disclosure is required by Law (including without limitation by rules or regulations of any securities exchange or NASDAQ, including the publicity rules of the SWX Swiss Exchange) or to defend or prosecute litigation or arbitration; provided, that prior to such disclosure, to the extent reasonably necessary to comply with a subpoena, court order, permitted by Law or administrative order. Before complyingsuch rules or regulations, the Receiving Party subject to promptly notifies the Disclosing Party of such subpoena, court order or administrative order will notify requirement and furnishes only that portion of the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Disclosing Party’s efforts Confidential Information that the Receiving Party is legally required to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do sofurnish.

Permitted Disclosures. Each Receiving Party may disclose the other Disclosing Party’s Confidential InformationInformation to the extent (and only to the extent) such disclosure is permitted under Section 8.2 or is reasonably necessary in the following instances: (ia) in order and to the extent reasonably necessary for required to comply with applicable Laws (including any securities Laws or regulations or the rules of a Party securities exchange applicable to prepare, file and Prosecute Receiving Party) or with a Patent application under this Agreement legal or other agreements between the Parties or their Affiliatesadministrative proceeding; (iib) to the extent permissible under any other agreements between the Parties in connection with prosecuting or their Affiliatesdefending litigation; (iiic) to the extent reasonably necessary for a Party to develop or commercializein connection with filing, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of prosecuting and enforcing LNP Technology Patents in connection with Receiving Party’s rights and obligations pursuant to this Agreement or the License Agreement; (d) to acquirers or permitted assignees, investment bankers, investors and lenders, including potential acquirers, assignees, investment bankers, investors and lenders; provided that: and (e) in the case of Verve, to (i) subcontractors, (ii) licensees, Sublicensees, assignees and collaboration partners, or (iii) potential licensees, Sublicensees, assignees or collaboration partners, but in case (iii) only such information that is reasonably necessary or useful for the potential licensee, Sublicensee, assignee or collaboration partner to evaluate the Licensed Product and LNP/Licensed Product manufacturing processes; provided, that (1) where reasonably possible, Receiving Party will notify Disclosing Party of Receiving Party’s intent to make any disclosure pursuant to subsections (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) sufficiently prior to making any such disclosure pursuant so as to this subsectionallow Disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information to be disclosed, such Party willand (2) with respect to subsections (d) and (e), if reasonably practicaleach of those entities are required to comply with the restrictions on use and disclosure in Section 8.2 (other than investment bankers, take investors and lenders, which must be bound prior to disclosure by commercially reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do so.

Permitted Disclosures. Each To the extent it is reasonably necessary or appropriate to fulfill its obligations or exercise its rights under this Agreement, (a) a Party may disclose Proprietary Information of the other Party which is otherwise obligated not to disclose under this ARTICLE 7 to MN Affiliates, MN Sublicensees, and MS Licensees, as applicable, and each Party’s Confidential Information: (i) to the extent reasonably necessary for a Party to prepare, file and Prosecute a Patent application under this Agreement or other agreements between the Parties or their Affiliates; (ii) to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, nonon a need-disclosure, to-know basis on condition that such Persons agree to keep the Proprietary Information confidential for the same time periods and non-use substantially similar in scope to those in this Agreement; provided, the same extent as such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator is required to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between keep the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained hereinProprietary Information confidential; and (b) a Party (and MN Affiliates, MN Sublicensees or MS Licensees, as applicable) may disclose such disclosure be expressly limited Proprietary Information to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder government or thereunder; (vi) other Regulatory Authorities to the extent reasonably necessary to enforce this Agreement that such disclosure is required by applicable law (including without limitation all applicable securities laws), regulation, agency or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative orderis reasonably necessary to obtain patents or authorizations to conduct clinical trials with, and to commercially market Product, provided that the disclosing Party shall provide prior written notice to the other Party and sufficient opportunity to object to such disclosure or to request confidential treatment thereof. Before complyingThe obligation not to disclose or use Proprietary Information received from the other Party shall not apply to any part of such Proprietary Information that (i) is or becomes patented, published or otherwise part of the public domain other than by acts of the Party subject obligated not to disclose such subpoenaProprietary Information in contravention of this Agreement; (ii) the receiving Party can establish by competent written proof is lawfully disclosed to the receiving Party by a Third Party, court order provided such Proprietary Information was not obtained by such Third Party directly or administrative order will notify indirectly from the other Party on a confidential basis; (iii) the receiving Party can establish by competent written proof, prior to disclosure under this Agreement, was already in the possession of the receiving Party, provided such Proprietary Information was not obtained directly or indirectly from the other Party, allow ; (iv) the other receiving Party a reasonable time to oppose can establish by competent written proof is subsequently and independently developed by the disclosure, and reasonably cooperate with receiving Party without the knowledge of the other Party’s efforts Proprietary Information; (v) is disclosed in a press release or other publication agreed to do so; or by both Parties, which agreement shall not be unreasonably withheld or delayed or (viiivi) the receiving Party has obtained prior written consent to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify disclose from the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do so.

Permitted Disclosures. Each Party may disclose (a) Notwithstanding the other Party’s Confidential Informationlimitations set forth in section 1 above: (i) the Recipient may disclose Confidential Information of the Provider if and to the extent reasonably necessary for a Party that the Provider consents in writing to prepare, file and Prosecute a Patent application under this Agreement or other agreements between the Parties or their AffiliatesRecipient’s disclosure thereof; (ii) subject to section 4(b) below, the Recipient may disclose Confidential Information of the Provider to any Representative of the Recipient, but only to the extent permissible under any other agreements such Representative (A) reasonably needs to know such Confidential Information for the purpose of helping the Recipient consider, evaluate or negotiate a possible transaction between the Parties or their Affiliates;Parties, and (B) has been provided with a copy of this Agreement, has been instructed to abide by the provisions hereof and is under an obligation to maintain the confidentiality of such Confidential Information; and (iii) subject to section 4(c) below, the Recipient may disclose Confidential Information of the Provider to the extent reasonably necessary for required by applicable law or governmental regulation or by valid legal process. (b) If the Provider delivers to the Recipient a Party written notice stating that certain Confidential Information of the Provider may be disclosed only to develop specified Representatives of the Recipient, then, notwithstanding anything to the contrary contained in section 4(a)(ii) above, the Recipient shall not thereafter disclose or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include permit the disclosure of this Agreement’s and any of such Confidential Information to any other Representative of the License Agreement’s existence and Recipient. (c) Notwithstanding the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party willlimitations set forth in section 1 above, if reasonably practical, take reasonable steps to limit the scope Recipient or any of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement Recipient’s Representatives is required by law or governmental or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound regulation or by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement subpoena or other agreements between valid legal process to disclose any of the Parties or their Affiliates; (vii) Provider’s Confidential Information to any Person, then the extent reasonably necessary to comply Recipient will immediately provide the Provider with a subpoena, court order, or administrative order. Before complying, written notice of the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including process so that the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to Provider may seek a protective order (if appropriate), or other appropriate remedy. The Recipient and reasonably its Representatives will cooperate fully with the Provider and the Provider’s Representatives in any attempt by the Provider to obtain any such protective order or other Party’s remedy. If the Provider elects not to seek, or is unsuccessful in obtaining, any such protective order or other remedy in connection with any requirement that the Recipient disclose Confidential Information of the Provider, then the Recipient may disclose such Confidential Information to the extent legally required; provided, however, that the Recipient and its Representatives will use their reasonable efforts to do soensure that such Confidential Information is treated confidentially by each Person to whom it is disclosed.

Permitted Disclosures. Each Receiving Party may disclose the other Disclosing Party’s Confidential InformationInformation to the extent (and only to the extent) such disclosure is permitted under Section 7.2 or is reasonably necessary in the following instances: (ia) in order and to the extent reasonably necessary for required to comply with applicable Laws (including any securities Laws or the regulations or rules of a Party securities exchange applicable to prepare, file and Prosecute Receiving Party) or with a Patent application under this Agreement legal or other agreements between the Parties administrative proceeding or their Affiliatesas required by a court or administrative order; (iib) in connection with prosecuting or defending litigation including responding to the extent permissible under any other agreements between the Parties or their Affiliatesa subpoena in a Third Party litigation; (iiic) to the extent reasonably necessary for a Party to develop or commercializein connection with filing, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of prosecuting and enforcing Patents in connection with Receiving Party’s rights and obligations pursuant to this Agreement Agreement; (d) to actual or potential: acquirers or permitted assignees, investment bankers, investors lenders, and other financing sources, and to consultants and advisors of the Receiving Party; and (e) in the case of Omega, to Collaboration Partners, but in case the Collaboration Partner is only a potential licensee, partner or assignee, only such information that is reasonably necessary or useful for the potential licensee, partner or assignee to evaluate the Technology of interest, including design of experiments conducted under the Workplan, data and results generated under the Workplan and LNP/Licensed Product manufacturing processes, but if a Non-Exclusive License Agreementagreement has not been executed, excluding the particular chemical structure and formulation of any lipid nanoparticles (which excluded information may be disclosed to such potential licensee, partner or assignee upon Acuitas’ prior written consent); provided that: provided, that (1) where reasonably possible, Receiving Party will notify Disclosing Party of Receiving Party’s intent to make any disclosure pursuant to subsections (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) above sufficiently prior to making any such disclosure pursuant so as to this subsectionallow Disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information to be disclosed, such Party willand (2) with respect to subsections (d) or (e) above, if reasonably practicaleach of those entities are required to comply with the restrictions on use and disclosure in Section 7.2 (other than investment bankers, take investors, lenders, and other financing sources which must be bound prior to disclosure by commercially reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, ). Confidential Information that is required to be disclosed pursuant to subsections (a) or (b) will remain otherwise subject to the confidentiality and non-use substantially similar in scope to those in this Agreement; provided, such provisions of Section 7.1 and Section 7.2. If either Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided concludes that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence a copy of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate must be filed with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the United States Securities and Exchange Commission and or similar regulatory agency in a country other than the New York Stock Exchange. Before complyingUnited States, the at least [***] ([***]) Business Days in advance of any such filing such Party subject to such law, rule or regulation will notify the other Party, allow provide the other Party with a copy of this Agreement showing any provisions hereof as to which the Party proposes to request confidential treatment, will provide the other Party with a reasonable time opportunity to seek a protective order (if appropriate)comment on any such proposed redactions and to suggest additional redactions, and reasonably cooperate with the other will take such Party’s efforts to do soreasonable and timely comments into consideration before so filing the Agreement.

Permitted Disclosures. Each Party may disclose the other Party’s Confidential Information: (i) Notwithstanding the foregoing, the New Director may provide Confidential Information to any other Investor Party or any of their Representatives who need to know such information in connection with the extent reasonably necessary for a Investor Parties’ investments in the Company (collectively, the “Approved Parties”); provided, however, that the Investor Parties shall (A) inform each Approved Party of the confidential nature of the Confidential Information and (B) direct each Approved Party not to prepare, file disclose any Confidential Information to any Person other than to Approved Parties in accordance with this Section 3 and Prosecute a Patent application under this Agreement not to use any Confidential Information other than in connection with evaluating or other agreements between monitoring the Investor Parties’ investments in the Company (excluding any potential Extraordinary Transactions involving the Investor Parties or their Affiliates;Affiliates during or after the Cooperation Period). The Investor Parties shall be jointly and severally responsible for any breach of this Section 3 by any of the Approved Parties or any of their Affiliates or Representatives who receive Confidential Information from the New Director hereunder. (ii) If the Investor Parties or any Approved Party is (A) legally compelled, by deposition, interrogatory, request for documents, subpoena, civil investigation, demand, order or similar process, to disclose any Confidential Information or (B) determines (on the advice of legal counsel) that it is required by law or regulation to disclose any Confidential Information, prior to making such disclosure, the Investor Parties must (x) promptly notify the Company of the circumstances surrounding such requirement or request to the extent practicable and legally permissible under and (y) reasonably cooperate with the Company, at the Company’s expense, in any reasonable attempt it may make to obtain a protective order, other agreements between appropriate remedy, or an appropriate assurance that confidential treatment will be afforded to its Confidential Information. If a protective order or other appropriate remedy or assurance is not obtained, the Investor Parties agree to only disclose (or cause to be disclosed, as applicable) that portion of the Confidential Information that is legally required to be disclosed (on the advice of outside legal counsel). Notwithstanding anything to the contrary in this Agreement, Confidential Information may be disclosed in response to a routine audit, examination or request from a regulatory or self-regulatory authority or bank examiner, without providing notice or otherwise having to comply with any of the foregoing provisions of this Section 3(b)(ii), so long as such audit, examination or request is not directed at the Company or the Confidential Information. For the purposes of this Agreement, the Investor Parties agree that none of them shall be deemed to be legally required to disclose any Confidential Information solely by virtue of the fact that, absent such disclosure, the Investor Parties, any of their Affiliates;respective Affiliates or any Group of which any Investor Party is a member (1) would be prohibited from purchasing, selling or engaging in derivative or other voluntary transactions with respect to Company Interests or any Debt Instruments or (2) would be unable to file any proxy materials or tender or exchange offer materials in compliance with Section 14 of the Exchange Act or the rules promulgated thereunder. Neither the Investor Parties nor any of their respective Affiliates (nor any Group of which any Investor Party is a member) will file any Schedule 13D or other filing pursuant to applicable securities laws or otherwise make any public statement disclosing any of the Confidential Information. (iii) Each Investor Party hereby acknowledges that it is aware, and shall advise each of the Approved Parties who are informed as to the extent matters that are the subject of this Agreement, that (A) the Confidential Information being furnished to the Approved Parties may contain material, non-public information concerning the Company and (B) the United States securities laws, including Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder (collectively with any other state or federal legal prohibitions on i▇▇▇▇▇▇ ▇▇▇▇▇▇▇, “I▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Laws”) prohibit any Person that has received from an issuer material, non-public information from purchasing or selling securities of such issuer or from communicating such information to any other Person under circumstances in which it is reasonably necessary for a Party foreseeable that such Person is likely to develop purchase or commercializesell such securities. During the Cooperation Period, the Company shall provide the Investor Parties with at least two Business Days’ advance written notice of each opening and expiration of each blackout period, and the Investor Parties shall not purchase or sell, directly or indirectly through one or more licenseesindirectly, products related any securities of the Company during any blackout periods applicable to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or all directors under the License Agreement; provided that: (a) such disclosure may include the disclosure of this AgreementCompany’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsectioni▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable as amended from time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do sotime.

Permitted Disclosures. Each Receiving Party may disclose the other Disclosing Party’s Confidential Information: (i) to the extent reasonably necessary for a Party to prepare, file and Prosecute a Patent application under Information as expressly permitted by this Agreement or other agreements between the Parties or their Affiliates; (ii) to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent including as reasonably necessary for the purposes Receiving Party’s performance of its obligations under this Agreement Agreement), or other agreements between to the Partiesextent (and only to the extent) such disclosure is reasonably necessary in the following instances: (a) complying with applicable court orders, applicable laws, rules or regulations, or the listing rules of any exchange on which the Receiving Party’s or its Affiliate’s securities are traded; (b) prosecuting or defending litigation as permitted by this Agreement; (c) enforcing Receiving Party’s rights under this Agreement; (d) filing or prosecuting Patent Rights as permitted by this Agreement; (e) disclosure in Regulatory Submissions with respect to a Collaboration Compound or Product that Receiving Party has the right to make under this Agreement; (f) disclosure to the Receiving Party’s Affiliates, to actual and potential licensees and sublicensees, and to the Receiving Party’s and its respective Affiliates’ Representatives who have a need to know such information in order for the Receiving Party to exercise its rights or fulfill its obligations under this Agreement, consultantsprovided, agentsin each case, advisorsthat any such Affiliate, attorneys, outside contractors and clinical investigators, but only if those persons are actual or potential licensee or sublicensee or Representative agrees to be bound by obligations terms of confidentiality, non-disclosure, confidentiality and non-use substantially similar in scope to at least as stringent as those set forth in this AgreementArticle 13; and (g) disclosure to Third Parties in connection with due diligence or similar investigations by such Third Parties, and disclosure to potential Third-Party investors in confidential financing documents, provided, in each case, that any such Third Party shall agrees to be responsible for any breaches bound by reasonable obligations of confidentiality, non-disclosure confidentiality and non-use by any such Affiliateuse. Notwithstanding the foregoing, consultant, agent, advisor, attorney, outside contractor or clinical investigator in the event Receiving Party is required to whom make a disclosure is made; (v) in connection with communications to such of Disclosing Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (aConfidential Information pursuant to Section 13.1.4(a) such stockholders and prospective investors are subject or Section 13.1.4(b), Receiving Party will, where reasonably possible, notify Disclosing Party of Receiving Party’s intent to obligations of confidentiality no less stringent than those contained herein; and (b) make any disclosure pursuant thereto sufficiently prior to making such disclosure be expressly limited so as to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the allow Disclosing Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable adequate time to oppose take whatever action it may deem appropriate to protect the disclosureconfidentiality of the information to be disclosed, and, at Disclosing Party’s request and reasonably expense, Receiving Party will cooperate with the other Disclosing Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation secure confidential treatment of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do soConfidential Information.

Permitted Disclosures. Each Party may disclose Notwithstanding any other provision of this Agreement, Recipient’s disclosure of the other PartyDiscloser’s Confidential Information: (i) to the extent reasonably necessary for a Party to prepare, file and Prosecute a Patent application under this Agreement or other agreements between the Parties or their Affiliates; (ii) to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided thatInformation shall not be prohibited if such disclosure: (a) such disclosure is required by any Applicable Law, including as may include be required in connection with any filings made with, or by the disclosure policies of this Agreement’s the U.S. Securities and Exchange Commission (“SEC”) (or similar foreign authority) or other Governmental Authority, or of a nationally or internally recognized securities exchange such as NASDAQ (as set forth in additional detail below) provided that Recipient seeking to disclose the License Agreement’s existence and Confidential Information of the scope of any license granted hereunder or thereunder; and (b) other Party uses all reasonable efforts to inform the other Party prior to making any such disclosure disclosures and cooperate with the other Party in seeking a protective order or other appropriate remedy (including redaction) and whenever possible, requests confidential treatment of such information; (b) to prosecute or defend litigation so long as there is [**] prior written notice given by the Recipient before filing, and to enforce Patent Rights in connection with Recipient’s rights and obligations pursuant to this subsectionAgreement, such Party will, if reasonably practical, take reasonable steps or (c) is to limit the scope of such disclosure and its effect on confidentiality; (iv) patent offices in order to the extent reasonably necessary for the purposes of seek or obtain Patent Rights as contemplated by this Agreement or other agreements between the Partiesto Governmental Authorities including Regulatory Authorities in order to seek or obtain approval to Develop, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosureManufacture, and non-use substantially similar in scope to those in Commercialize the Licensed Product as contemplated by this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor including to conduct clinical trials or clinical investigator to whom disclosure is made; (v) in connection gain Regulatory Approval with communications respect to such Party’s stockholders and prospective investorsthe Licensed Products; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure may be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) made only to the extent reasonably necessary to enforce seek or obtain such Patent Rights or approvals, and the Recipient (or its applicable Affiliate(s)) shall use Commercially Reasonable Efforts to obtain confidential treatment of such information. Notwithstanding anything to the contrary set forth in this Agreement, if a Recipient is required to make a disclosure of the Discloser’s Confidential Information pursuant to Section 10.3(a) or (b) above, then it will, to the extent not prohibited by Applicable Law or judicial or administrative process, except where impracticable, give reasonable advance notice to the other Party of such proposed disclosure and use reasonable efforts to secure confidential treatment of such information and will only disclose that portion of Confidential Information that is legally required to be disclosed as advised by its legal counsel. In addition, the Parties acknowledge that either or both Parties may be obligated to file a copy of this Agreement (or portions thereof or an abstract of the terms) with the SEC or other Governmental Authorities. Each Party will be entitled to make such a required filing; provided that it initially files a redacted copy of this Agreement (or portions thereof or an abstract of the terms) approved by each Party and requests confidential treatment of the terms redacted for a reasonable period of time. In the event of any such filing, each Party will permit the other Party to review and comment upon such request for confidential treatment and any subsequent correspondence with respect thereto at least [**] in advance of its submission to the SEC or other Governmental Authorities, and to the extent practicable before any filing deadline, (A) reasonably consider and incorporate the other Party’s comments thereon to the extent consistent with the then-current legal requirements governing redaction of information from material agreements between that must publicly filed in the Parties applicable country, (B) promptly provide to the other Party any correspondence from or their Affiliates; other communications with such Governmental Authority, (viiC) upon written request of the other Party, request an appropriate extension of the term of the confidential treatment period, where available, and (D) if such Governmental Authority requests any changes to the redactions set forth in the filed redacted copy, use reasonable efforts to support the redactions in the redacted agreement as originally filed and, to the extent reasonably necessary practicable, not agree to comply any changes to the redactions without first discussing such changes with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with taking the other Party’s efforts comments into consideration when deciding whether to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject agree to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do sochanges.

Permitted Disclosures. Each Notwithstanding Section 5.1 above, Confidential Information shall not include any of the following information which the receiving Party can demonstrate by competent evidence: (i) was already known to the receiving Party, other than under an obligation of confidentiality, at the time of disclosure, as evidenced by the receiving Party’s written records; (ii) was generally available to the public or otherwise part of the public domain at the time of disclosure to the receiving Party; (iii) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; (iv) was independently developed by the receiving Party without reference to any information or materials disclosed by the disclosing Party, as evidenced by the receiving Party’s written records; or (v) was subsequently disclosed to the receiving Party by a person without breach of any legal obligation to the disclosing Party. 5.2.1 In addition, either Party may disclose Confidential Information of the other Party’s Confidential Information: (i) to the extent reasonably necessary for a Party to preparetheir legal representatives, file employees and Prosecute a Patent application under this Agreement or other agreements between the Parties or their Affiliates; (ii) , and legal representatives and employees of Affiliates, consultants and Sublicensees, to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent such disclosure is reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for achieve the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosureAgreement, and non-use substantially similar provided such representatives, employees, consultants and Sublicensees have agreed in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject writing to obligations of confidentiality with respect to such information no less stringent than those contained set forth herein; (ii) in connection with the filing and prosecution of the Licensed Patents; (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (viiii) to a potential Sublicensee or as reasonably required in the extent reasonably necessary course of a contemplated public offering or private financing provided that the receiving person shall have agreed in writing to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply obligations of confidentiality with a subpoena, court order, or administrative order. Before complying, the Party subject respect to such subpoena, information no less stringent than those set forth herein; or (iv) if disclosure is compelled to be disclosed by a court order or administrative order will notify applicable law or regulation, provided that the other PartyParty compelled to make such disclosure requests confidential treatment of such information, allow provides the other Party a reasonable time with sufficient advance notice of the compelled disclosure to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable provide adequate time to seek a protective order (if appropriate), and reasonably cooperate discloses only the minimum necessary to comply with the other Party’s efforts requirement to do sodisclose.

Permitted Disclosures. Each Party Notwithstanding anything herein to the contrary, Recipient may disclose the other Party’s Confidential Information: (i) Information of Disclosing Party to the extent reasonably necessary for a Party to prepare, file and Prosecute a Patent application under this Agreement or other agreements between the Parties or their Affiliates; (ii) to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided thatto: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of a governmental agency or order of a court of competent jurisdiction, (b) to disclose information to any governmental authority agency for purposes of obtaining approval to test or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule market a Product or (c) prosecute or defend litigation; provided that if Recipient is required by law or regulation to make any such disclosure of Disclosing Party’s Confidential Information, it will notify the other Party, allow the other give reasonable advance notice to Disclosing Party a of such disclosure requirement and will use commercially reasonable time efforts to seek assist such Disclosing Party to secure a protective order (if appropriate)or confidential treatment of the Confidential Information required to be disclosed. In addition, and reasonably cooperate with notwithstanding anything herein to the other contrary, Recipient may disclose Disclosing Party’s efforts Confidential Information to do so.the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: (i) in order for it to reasonably fulfill its obligations herein and to conduct its ordinary course of business, to its subcontractors, vendors, outside legal counsel, accountants and auditors under obligations of confidentiality substantially similar in scope to the confidentiality obligations herein; (ii) in connection with prosecuting and enforcing intellectual property rights in connection with Recipient’s rights and obligations pursuant to this Agreement; and (iii) in connection with exercising its rights hereunder, to its Affiliates, potential and future bona fide collaborators (including sublicensees, potential and permitted acquirers or assignees and potential investment 4bankers, investors and lenders);

Permitted Disclosures. Each Notwithstanding the foregoing, the Receiving Party may disclose the other Party’s Confidential Information: Information of the Disclosing Party (a) to a third party subcontractor who is involved in providing Services under this Agreement or a third party who is contemplating entering into a transaction with Provider pertaining to a financing event or a sale of all or any portion of its business, provided that: (i) such disclosure is reasonably necessary for the third party to perform its duties or evaluate the potential transaction; (ii) the Receiving Party causes the third party to be bound to the same obligations regarding Confidential Information as the Parties are subjected to in this Section 9 (Confidentiality); and (iii) the Receiving Party assumes full responsibility for the acts or omissions of such third parties, no less than if the acts or omissions were those of the Receiving Party; (b) to the extent reasonably necessary for a required under the terms of any credit agreement, indenture or related agreement entered into by the Receiving Party to prepare, file and Prosecute a Patent application under this Agreement or other agreements between the Parties or their one of its Affiliates; ; (iic) to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercializean Affiliate, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (ai) such disclosure may include Affiliate is bound to the disclosure of same obligations regarding Confidential Information as the Parties are subjected to in this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunderSection 9 (Confidentiality); and (bii) prior Receiving Party shall only disclose such Confidential Information to making any such disclosure pursuant to this subsectionthose directors, such Party willtrustees, if reasonably practicalofficers, take reasonable steps to limit the scope employees and agents of such disclosure and Affiliate who have a need to know it in order to assist the Receiving Party in performing its effect on confidentiality; (iv) obligations hereunder, or to permit the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, Receiving Party to exercise its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in rights under this Agreement; (d) as required pursuant to any Applicable Law; provided, such that the Receiving Party shall be responsible for any breaches advise the Disclosing Party of confidentiality, non-such required disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator promptly upon learning thereof in order to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between afford the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Disclosing Party a reasonable time opportunity to oppose contest, limit and/or assist the Receiving Party in crafting such disclosure, and reasonably cooperate with the other Party’s efforts to do so; or or (viiie) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to Educational Agency when requested by such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do soEducational Agency.

Permitted Disclosures. Each In addition to the exceptions contained in Section 8.2 (Non-Disclosure and Non-Use Obligation) and Section 8.3 (Exemptions), the Receiving Party may disclose Confidential Information of the other Party’s Confidential InformationDisclosing Party to the extent (and solely to the extent) that such disclosure is reasonably necessary in the following instances: (ia) to the extent reasonably prosecution and maintenance of Licensed Patent Rights and Joint Collaboration Patent Rights, in each case, as contemplated by this Agreement; or (b) Regulatory Submissions and other filings with Governmental Authorities (including Regulatory Authorities), as necessary for the Exploitation of a Party to prepare, file Licensed Product; 8.4.2 disclosure of the existence and Prosecute a Patent application under applicable terms of this Agreement or other agreements between and the Parties or their Affiliates; (ii) to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through status and results of Exploitation of one or more licenseesLicensed Products to actual or bona fide potential, products related to investors, acquirors, Sublicensees, lenders, and other financial or utilizing Intellectual Property within its allocated commercial partners (including in connection with any royalty factoring transaction), and their respective attorneys, accountants, banks, investors, and advisors, solely for the purpose of evaluating or retained) field of rights pursuant to this Agreement carrying out an actual or the License Agreementpotential investment, acquisition, sublicense, debt transaction, or collaboration; provided that: , in each such case, (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons Persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to provisions at least as restrictive or protective of the Parties as those set forth in this Agreement; providedAgreement or otherwise customary for such type and scope of disclosure, and (b) that any such disclosure is limited to the maximum extent practicable for the particular context in which it is being disclosed; 8.4.3 to comply with Applicable Law (whether generally or in pursuit of an application for listing of securities) including the United States Securities and Exchange Commission or equivalent foreign agency or regulatory body, or otherwise required by judicial or administrative process, or required by the KEIT Agreement as disclosed in Schedule 7.2.16, provided that in each such event, as promptly as reasonably practicable and to the extent not prohibited by Applicable Law or judicial or administrative process, such Party shall be responsible will notify the other Party of such required disclosure and provide a draft of the disclosure to the other Party reasonably in advance of such filing or disclosure for any breaches of confidentiality, the other Party’s review and comment. The non-disclosure disclosing Party will provide any comments as soon as practicable, and the disclosing Party will consider in good faith any timely comments provided by the non-disclosing Party; provided that the disclosing Party may or may not accept such comments in its sole discretion. Confidential Information that is disclosed in order to comply with Applicable Law or by judicial or administrative process pursuant to this Section 8.4.3, in each case, will remain otherwise subject to the confidentiality and non-use provisions of this Article 8 (Confidentiality) with respect to the Party disclosing such Confidential Information, and such Party will take all steps reasonably necessary, including seeking of confidential treatment or a protective order for a period of at least [***] (to the extent permitted by any Applicable Law or Governmental Authority), to ensure the continued confidential treatment of such AffiliateConfidential Information, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) and each Party will be responsible for its own legal and other external costs in connection with communications any such filing or disclosure pursuant to such this Section 8.4.3; 8.4.4 to prosecute or defend litigation and to enforce Patent Rights in connection with the Receiving Party’s stockholders rights and prospective investorsobligations pursuant to this Agreement; and 8.4.5 to allow the Receiving Party to exercise its rights and perform its obligations hereunder, provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations disclosure is covered by terms of confidentiality no less stringent than and non-use at least as restrictive as those contained set forth herein; . If and whenever any Confidential Information is disclosed in accordance with this Section 8.4 (b) Permitted Disclosures), such disclosure will not cause any such information to cease to be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) Confidential Information except to the extent reasonably necessary to enforce that such disclosure results in a public disclosure of such information (other than by breach of this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriateAgreement), and reasonably cooperate with the other Party’s efforts to do so.

Permitted Disclosures. Each Party may disclose The confidentiality obligations contained in Section 8.1 shall not apply to the other Party’s Confidential Information: extent that (a) the Recipient is required (i) to the extent reasonably necessary for disclose information by law, regulation or order of a Party to preparegovernmental agency or a court of competent jurisdiction, file and Prosecute a Patent application under this Agreement or other agreements between the Parties or their Affiliates; (ii) to disclose information to any governmental agency for purposes of obtaining approval to test or market a product, provided in either case that the extent permissible under Recipient shall provide written notice thereof to the Disclosing Party and sufficient opportunity for the Disclosing Party to object to any such disclosure or to request confidential treatment thereof; or (b) the Recipient can demonstrate that (i) the disclosed information was public knowledge at the time of such disclosure to the Recipient, or thereafter became public knowledge, other agreements between than as a result of actions of the Parties or their Affiliates; Recipient in violation hereof; (ii) the disclosed information was rightfully known by the Recipient (as shown by its written records) prior to the date of disclosure to the Recipient by the Disclosing Party hereunder; (iii) the disclosed information was disclosed to the extent reasonably necessary Recipient on an unrestricted basis from a source not under a duty of confidentiality to the Disclosing Party; or (iv) the disclosed information was independently developed by the Recipient without use of the Confidential Information disclosed by the Disclosing Party. In addition, Company may disclose Confidential Information regarding the Licensed Know-How for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided thatfollowing purposes: (a) regulatory filings and other filings with Governmental, including filings with the FDA, as necessary for the development or commercialization of Licensed Products, provided that Company shall reasonably consult with Licensor prior to any such disclosure may include to afford Licensor the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and ability to comply with its obligations under Section 9.2.1, (b) prior prosecuting or defending litigation, (c) complying with Applicable Law, including regulations promulgated by securities exchanges, (d) disclosures to making any such disclosure pursuant to this subsectionits Affiliates, such Party willemployees, if reasonably practicalagents, take reasonable steps to limit independent contractors, and Sublicensees only on a need-to-know basis and solely in connection with the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes performance of this Agreement or other agreements between the Partiesa sublicense or option granted to a Sublicensee as provided herein, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are provided that each disclosee must be bound by obligations of confidentiality, non-disclosure, confidentiality and non-use substantially similar in scope to consistent with those set forth in this Agreement; providedArticle 8, such Party shall be responsible for any breaches (e) disclosure of confidentiality, non-disclosure the stage of data regarding the development and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations commercialization of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of Licensed Products under this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do soby Company.

Permitted Disclosures. Each To the extent it is reasonably necessary or appropriate to fulfill its obligations or exercise its rights under this Agreement, (a) a Party may disclose the other Party’s Confidential Information: (i) to the extent reasonably necessary for a Party to prepare, file and Prosecute a Patent application Proprietary Information which is otherwise obligated under this Agreement or other agreements between the Parties or their Article 7 not to disclose to its Affiliates; (ii) , to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party willMPC Licensees, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the PartiesParty is MPC, to its respective Affiliatessublicensees, if the Party is MN, and to its consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, nonon a need-disclosure, to-know basis on condition that such Persons agree to keep the Proprietary Information confidential for the same time periods and non-use substantially similar in scope to those in this Agreement; provided, the same extent as such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator is required to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between keep the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained hereinProprietary Information confidential; and (b) a Party (including MN’s sublicensees or MPC Licensees) may disclose such disclosure be expressly limited Proprietary Information to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder government or thereunder; (vi) other regulatory authorities to the extent reasonably necessary to enforce this Agreement that such disclosure is required by applicable law (including without limitation all applicable securities laws), regulation, agency or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative orderis reasonably necessary to obtain patents or authorizations to conduct clinical trials with, and to commercially market the Product, provided that the disclosing Party shall provide written notice to the other Party and sufficient opportunity to object to such disclosure or to request confidential treatment thereof. Before complyingThe obligation not to disclose or use Proprietary Information received from the other Party shall not apply to any part of such Proprietary Information that (i) is or becomes patented, published or otherwise part of the public domain other than by acts of the Party subject obligated not to disclose such subpoenaProprietary Information in contravention of this Agreement; (ii) is disclosed to the receiving Party by a Third Party, court order provided such Proprietary Information was not obtained by such Third Party directly or administrative order will notify indirectly from the other Party on a confidential basis; (iii) prior to disclosure under this Agreement, was already in the possession of the receiving Party, provided such Proprietary Information was not obtained directly or indirectly from the other Party; (iv) is subsequently and independently developed by the receiving Party without the knowledge of the Proprietary Information or (v) is disclosed in a press release agreed to by both Parties, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do sowhich agreement shall not be unreasonably withheld.

Permitted Disclosures. Each Party may disclose (a) Notwithstanding the other Party’s Confidential Informationlimitations set forth in this Agreement: (i) the Recipient (and, if applicable, any of its Representatives) may disclose Confidential Information of the Provider if and to the extent reasonably necessary for a Party that the Provider consents in writing to preparethe Recipient’s (or, file and Prosecute a Patent application under this Agreement or other agreements between the Parties or their Affiliatesif applicable, any of its Representative’s) disclosure thereof; (ii) subject to Section 4(b) below, the Recipient (and, if applicable, any of its Representatives) may disclose Confidential Information of the Provider to any Representative of the Recipient, but only to the extent permissible under any other agreements between such Representative (A) needs to know such Confidential Information for the Parties purpose of helping the Recipient evaluate, negotiate or their Affiliates;consummate the Transaction, and (B) has been directed to abide and be bound by the provisions hereof or is otherwise bound by confidentiality obligations at least as restrictive as those contained in this Agreement; and (iii) subject to Section 4(c) below, the Recipient (and, if applicable, any of its Representatives) may disclose Confidential Information of the Provider to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound required by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, governmental regulation (including in connection with any legal, regulatory, judicial or administrative process or any audit or inquiry by a regulator, bank examiner or auditor), self-regulating organization or pursuant to mandatory professional ethics rules (collectively, “Law”). (b) If prior to providing certain Confidential Information to the Recipient (and, if applicable, its Representatives), the Provider and Recipient agree in writing that such Confidential Information of the Provider may be disclosed only to specified Representatives of the Recipient, then, notwithstanding anything to the contrary contained in Section 4(a)(ii) above, the Recipient (and, if applicable, such specified Representatives) shall not thereafter disclose or permit the disclosure of any governmental authority of such Confidential Information to any other Representative of the Recipient. (c) If the Recipient or securities exchangeany of the Recipient’s Representatives is required by Law to disclose any of the Provider’s Confidential Information to any Person, including then the FDA, Recipient will use commercially reasonable efforts to promptly provide the Securities Provider with written notice thereof so that the Provider may (at its sole cost and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to expense) seek a protective order (if appropriate), or other appropriate remedy. The Recipient and its Representatives will reasonably cooperate with the Provider and the Provider’s Representatives in any attempt by the Provider to obtain any such protective order or other Partyremedy (at the Provider’s sole cost and expense). If the Provider elects not to seek, or is unsuccessful in obtaining, any such protective order or other remedy in connection with any requirement that the Recipient or any of its Representatives, as applicable and as legally required, disclose Confidential Information of the Provider, and if the Recipient obtains advice of counsel confirming that the disclosure of such Confidential Information is legally required, then the Recipient or any of such Representatives, as applicable, may disclose such Confidential Information to the extent legally required; provided, however, that the Recipient and its Representatives will use their commercially reasonable efforts to do soensure that such Confidential Information is treated confidentially by each Person to whom it is disclosed.

Permitted Disclosures. Each The Receiving Party may disclose Confidential Information belonging to the other Disclosing Party to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: (i) subject to the proviso below, by either Party to comply with non-patent Applicable Laws (including any securities Applicable Laws or the rules of a securities exchange in a relevant jurisdiction) and with judicial process, if such disclosure is subject to an order of the court, or with written consent of the Disclosing Party; (ii) by Alexion or its Sublicensees, only as necessary in connection with the Development, Manufacture or Commercialization of Product that use or employ Licensed Intellectual Property, including labeling requirements and disclosures in connection with obtaining Regulatory Approvals, so long as the Development, Manufacture or Commercialization of Product has been and is performed in a manner that complies with the terms and conditions of Alexion’s license to such Licensed Intellectual Property and reasonable steps are taken to maintain the confidentiality of such Confidential Information even when disclosed for such purposes; (iii) by Alexion to [***] so long as (A) such disclosure is limited to a Product development update, (B) reasonable steps are taken to maintain the confidentiality of Arbutus’ Confidential Information, (C) Alexion does not share the chemical composition of a formulation in LNPs and (D) Alexion provides Arbutus with copies of any written material provided to [***] contemporaneously with or promptly following the delivery thereof (from which Alexion may redact information that is not Arbutus’ Confidential Information); and (iv) as provided in Section 7.6 provided, however, that with respect to clause (i) where legally permissible, (a) the Receiving Party shall notify the Disclosing Party of the Receiving Party’s Confidential Information: intent to make any disclosure sufficiently prior to making such disclosure so as to allow the Disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information to be disclosed, including seeking protective orders or injunctive relief, and (ib) consistent with Applicable Laws, the Disclosing Party shall have the right to suggest reasonable changes to the disclosure to protect its interests, and the Receiving Party shall not unreasonably refuse to include such changes in its disclosure. Notwithstanding the foregoing, Arbutus may disclose (subject to a binding confidentiality agreement) the name of the Licensed Target (without disclosing the name of Alexion) to the extent reasonably necessary for a Party to prepare, file and Prosecute a Patent application under this Agreement or other agreements between the Parties or their Affiliates; (ii) to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary required to comply with any target gatekeeping requirements under any agreement with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Third Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do so.

Permitted Disclosures. Each Except as otherwise provided herein, a Party may disclose Confidential Information received from the other Party’s Confidential Information: (ia) to the extent reasonably necessary for a Party to prepare, file and Prosecute a Patent application under this Agreement governmental or other agreements between the Parties regulatory agencies in order to obtain Patents or their Affiliates; (ii) approval to the extent permissible under any other agreements between the Parties conduct clinical trials, or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreementgain Marketing Approval; provided that: (a) that such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but be made only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement obtain such Patents or other agreements between the Parties or their Affiliatesapprovals; (viib) to the extent reasonably necessary any adjudicative body as required by law, provided that prior to comply with a subpoena, court order, or administrative order. Before complyingsuch disclosure, the Party subject to such subpoena, court order or administrative order will notify disclosure obligation (the other “Notifying Party, allow ”) promptly notifies the other Party of such requirement so that such other Party can seek a reasonable time to oppose protective order, confidential treatment or other appropriate remedy; and provided, further, that in the disclosureevent that no such protective order, and reasonably cooperate confidential treatment or other remedy is obtained, or that such other Party waives compliance with this section, the Notifying Party will furnish only that portion of the other Party’s efforts Confidential Information that it is advised by counsel it is legally required to do sofurnish; (c) to Affiliates, sublicensees, agents, consultants, and/or other Third Parties for the development, manufacturing and/or marketing of Isis Products or Alnylam Products (or for such parties to determine their interest in performing such activities) in accordance with this Agreement on the condition that such Affiliates, sublicensees and Third Parties agree to be bound by the confidentiality obligations contained in this Agreement; (d) if such disclosure is required by law or regulation (including without limitation by rules or regulations of any securities exchange or NASDAQ), provided that prior to such disclosure, the Notifying Party promptly notifies the other Party of such requirement so that such other Party can seek a protective order, confidential treatment or other appropriate remedy; and provided, further, that in the event that no such protective order, confidential treatment or other remedy is obtained, or that such other Party waives compliance with this section, the Notifying Party will furnish only that portion of the other Party’s Confidential Information that it is advised by counsel it is legally required to furnish; or (viiie) as necessary if embodied in products to develop and commercialize such products. Either Party may disclose (i) a copy of this Agreement on a confidential basis to prospective lenders and investors, (ii) a mutually agreed upon redacted copy of this Agreement on a confidential basis to prospective collaborators and (iii) the extent reasonably necessary to comply with an terms of this Agreement as required under applicable law, rule, regulation securities laws or regulations (including without limitation under rules or regulations of any governmental authority securities exchange or securities exchangeNASDAQ); provided, including the FDAhowever, the Securities and Exchange Commission and the New York Stock Exchange. Before complyingthat, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriateSection 6.4(i), and reasonably cooperate with Alnylam shall not disclose Isis’ past or current Reserved DS-Targets or past or current Isis Protected Targets without the express prior written consent of Isis, and, subject to Section 4.3(f), neither Party shall disclose the other Party’s efforts to do sopast or current Enabled Targets without the express prior written consent of the other Party.

Permitted Disclosures. Each (a) A Party may disclose Transaction Information or Evaluation Material to its Affiliates or its or its Affiliates’ Representatives for the purpose of assisting the Party in its evaluation, pursuit and implementation of a Transaction so long as the Party causes its Affiliates or its or its Affiliates’ Representatives to treat the Transaction Information or Evaluation Material in a confidential manner and as provided in this Section 6.3. (b) In the event that a Party or any of its Representatives or Affiliates are required to disclose any Transaction Information or Evaluation Material by law or in connection with a judicial or administrative proceeding (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) or pursuant to a formal request from a regulatory examiner, to such regulatory examiner, it will provide the other Party’s Confidential Information: (i) Parties with prompt and, to the extent legally permissible and reasonably necessary for a practicable, prior notice of such requirement(s). Each Party to preparealso agrees, file and Prosecute a Patent application under this Agreement or other agreements between the Parties or their Affiliates; (ii) to the extent legally permissible under and reasonably practicable, to provide the other Parties, in advance of any other agreements between such disclosure, with a list of any Transaction Information or Evaluation Material it intends to disclose (and, if applicable, the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field text of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s language itself) and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) Parties to the extent reasonably necessary the other Parties may seek to comply with an applicable lawlimit such disclosure, ruleincluding, regulation if requested, taking all reasonable steps, at the sole expense of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject seeking to limit such lawdisclosure, rule to resist or regulation will notify avoid any such judicial or administrative proceedings referred to above. If and to the extent, in the absence of a protective order or the receipt of a waiver from the other Party, Parties after a request in writing therefor is made by the Party (such request to be made as soon as practicable to allow the other Party Parties a reasonable amount of time to seek a protective order (if appropriaterespond thereto), the disclosing Party or its Representatives or its respective Affiliates are legally required to disclose Transaction Information or Evaluation Material to any tribunal or regulatory examiner to avoid censure or penalty, the disclosing Party will limit such disclosure to that which is legally required and reasonably cooperate with the other Party’s will use reasonable efforts to do soobtain assurances that confidential treatment will be accorded to any Transaction Information or Evaluation Material that the disclosing Party is so required to disclose, and thereafter it may disclose such information without liability hereunder.

Permitted Disclosures. Each Party The Recipient may disclose Confidential Information disclosed to it by the other Party’s Confidential InformationDiscloser to a Third Party where: (a) the Recipient has obtained the prior written approval of the Discloser to such disclosure. The Discloser must not unreasonably withhold such approval if the Recipient has procured a confidentiality undertaking in respect of the information from such Third Party in favour of both Parties on terms and conditions satisfactory to both Parties, acting reasonably; or (b) disclosure is: (i) to the extent reasonably necessary for required or compelled by any order of a Party to prepare, file and Prosecute a Patent application under this Agreement or other agreements between the Parties or their Affiliatescourt of competent jurisdiction; (ii) to the extent permissible under required or compelled by any other agreements between the Parties or their AffiliatesLaw; (iii) to the extent reasonably necessary for a Party to develop required or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of compelled by notice validly issued by any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentialityAuthority; (iv) to the extent reasonably necessary for the purposes conduct of this Agreement or other agreements between the Partiesany legal proceedings, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in including any dispute resolution process under this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between reasonably required for the Parties: (a) such stockholders and prospective investors are subject to obligations performance of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunderTrain Control functions; (vi) to the extent reasonably necessary to enforce this Agreement required under any stock exchange listing requirement or other agreements between the Parties or their Affiliatesrule; (vii) to required by the extent reasonably necessary to comply with a subpoena, court order, Rail Safety Regulator or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; oran Environmental Regulator; (viii) to an Operator provided that: (A) the Disclosure is: (1) required by the terms of this Agreement; (2) reasonably necessary for the performance of obligations or the exercise of rights under this Agreement or the Operator’s Train Operations Deed; or (3) reasonably necessary in connection with the safe operation of the Nominated Network; and (B) the Discloser must ensure that the Operator keeps the Confidential Information confidential on terms no less onerous than this clause 34; (ix) to the Recipient’s banker or other financial institution, to the extent reasonably necessary required for the purpose of raising funds or maintaining compliance with credit arrangements, if such banker or financial institution has executed a legally enforceable confidentiality deed in favour of the Discloser; (x) to comply with an applicable lawexpert for the purposes of a dispute resolution process, ruleor an auditor for the purposes of an audit, regulation of any governmental authority or securities exchange, including under a “User Funding Agreement” (as defined in the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriateAccess Undertaking), if such expert or auditor has executed a legally enforceable confidentiality deed in favour of the Discloser; (xi) to legal practitioners and reasonably cooperate accountants of the Recipient or a Related Body Corporate of it: (A) whose duties in relation to the Recipient or the Related Body Corporate require the disclosure; (B) who are under a duty of confidentiality to the Recipient; and (C) who have been advised of the confidential nature of the Confidential Information; or (xii) otherwise permitted or required in accordance with this Agreement or the other Party’s efforts to do soAccess Undertaking (as amended by any Change in Access Undertaking).

Permitted Disclosures. Each Party may disclose (a) Notwithstanding the other Party’s Confidential Informationlimitations set forth in section 1 above: (i) the Recipient may disclose Confidential Information if and to the extent reasonably necessary for a Party that the Company consents in writing to prepare, file and Prosecute a Patent application under this Agreement or other agreements between the Parties or their AffiliatesRecipient's disclosure thereof; (ii) subject to section 4(b) below, the Recipient may disclose Confidential Information to any Representative of the Recipient, but only to the extent permissible under any other agreements such Representative (A) needs to know such Confidential Information for the purpose of helping the Recipient evaluate or negotiate a possible negotiated transaction between the Parties or their Affiliates;Recipient and the Company, and (B) has been provided with a copy of this letter agreement and has agreed to abide and be bound by the provisions hereof; and (iii) subject to section 4(c) below, the Recipient may disclose Confidential Information to the extent reasonably necessary for required by applicable law or governmental regulation or by valid legal process. (b) If the Company delivers to the Recipient a Party written notice stating that certain Confidential Information may be disclosed only to develop specified Representatives of the Recipient, then, notwithstanding anything to the contrary contained in section 4(a)(ii) above, the Recipient shall not disclose or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include permit the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality;Confidential Information to any other Representative of the Recipient. (ivc) to If the extent reasonably necessary for Recipient or any of the purposes of this Agreement Recipient's Representatives is required by law or governmental regulation or by subpoena or other agreements between valid legal process to disclose any Confidential Information (including the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors terms and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement letter agreement or the fact that discussions or negotiations are or may be taking place with respect to a possible transaction involving the Recipient and the License Agreement and the scope of any license granted hereunder or thereunder; (viCompany) to any Person, then the extent reasonably necessary to enforce this Agreement or other agreements between Recipient will immediately provide the Parties or their Affiliates; (vii) to Company with written notice of the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including process so that the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to Company may seek a protective order (if appropriate)or other appropriate remedy. The Recipient and its Representatives will cooperate fully with the Company and the Company's Representatives in any attempt by the Company to obtain any such protective order or other remedy. If the Company elects not to seek, or is unsuccessful in obtaining, any such protective order or other remedy in connection with any requirement that the Recipient disclose Confidential Information, and reasonably cooperate if the Recipient furnishes the Company with a written opinion of reputable legal counsel acceptable to the other Party’s Company confirming that the disclosure of such Confidential Information is legally required, then the Recipient may disclose such Confidential Information to the extent legally required; provided, however, that the Recipient and its Representatives will use their best efforts to do soensure that such Confidential Information is treated confidentially by each Person to whom it is disclosed.

Permitted Disclosures. Each Notwithstanding any other provision of this Agreement, Recipient’s (or its Affiliates’) disclosure of the other Party’s Confidential Information shall not be prohibited if such disclosure: (a) is in response to a valid order of a court or other Governmental Authority; or (b) is otherwise required by applicable Law or rules of a nationally recognized securities exchange or NASDAQ. If a Recipient is required to disclose Confidential Information pursuant to Section 12.03(a) or Section 12.03(b), prior to any disclosure the Recipient shall, to the extent practicable, provide the disclosing Party with prior written notice of such disclosure in order to permit the disclosing Party to seek a protective order or other confidential treatment of such disclosing Party’s Confidential Information. Further, notwithstanding any other provision of this Agreement but subject to (i) Section 12.01 (Generally) with respect to disclosures to Representatives and (ii) if applicable, the first two sentences of this Section 12.03 (Permitted Disclosures), either Party may disclose the other Party’s Confidential Information: (i) Information to the extent reasonably necessary for a Party to prepare, file and Prosecute a Patent application fulfill the obligations imposed on the Recipient under this Agreement or other agreements between exercise the Parties rights granted to or their Affiliates; retained by the Recipient under this Agreement, including in filing or prosecuting patent applications, prosecuting or defending litigation, responding to an investigation by a Governmental Authority, or otherwise establishing rights or fulfilling or enforcing obligations under this Agreement, making Regulatory Filings with respect to any Licensed Product in the Field in the Territory (iiif the Recipient is Licensee) or any Eravacycline Product outside of the Territory (if the Recipient is Tetraphase), or conducting Development, or Commercialization with respect to any Licensed Product in the Field in the Territory (if the Recipient is Licensee) or conducting Development or Commercialization with respect to the extent permissible under Licensed Compound or any other agreements between Eravacycline Product outside the Parties Territory or their Affiliates; (iii) to Researching or Manufacturing the extent reasonably necessary for a Party to develop Licensed Compound or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order Eravacycline Product (if appropriatethe Recipient is Tetraphase), and reasonably cooperate with the other Party’s efforts to do so.

Permitted Disclosures. Each To the extent it is reasonably necessary or appropriate to fulfill its obligations or exercise its rights under this Agreement, a Party (including its Affiliates and sublicensees) may disclose Proprietary Information of the other Party’s Confidential Information: (i) to the extent reasonably necessary for a Party to prepare, file and Prosecute a Patent application which it is otherwise obligated under this Agreement or other agreements between the Parties or their Affiliates; (ii) Article 8 not to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: disclose (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, its sublicensees and potential sublicensees, its consultants, agents, advisors, attorneysinvestors and potential investors, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, nonon a need-disclosure, to-know basis on condition that such Persons agree to keep the Proprietary Information confidential for the same time periods and non-use substantially similar in scope to those in this Agreement; provided, the same extent as such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator is required to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between keep the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained hereinProprietary Information confidential; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder government or thereunder; (vi) other regulatory authorities to the extent reasonably necessary to enforce this Agreement that such disclosure is required by applicable law (including without limitation all applicable securities laws), regulation, agency or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative orderis reasonably necessary to obtain patents or authorizations to conduct Clinical Trials with, and to commercially market the Product, provided that, with respect to clause (b) the disclosing Party shall provide written notice to the other Party and sufficient opportunity to object to such disclosure or to request confidential treatment thereof. Before complyingThe obligation not to disclose or use Proprietary Information received from the other Party shall not apply to any part of such Proprietary Information that (i) is or becomes patented, published or otherwise part of the public domain other than by acts of the Party subject obligated not to disclose such subpoenaProprietary Information in contravention of this Agreement; (ii) is disclosed to the receiving Party by a Third Party, court order provided such Proprietary Information was not obtained by such Third Party directly or administrative order will notify indirectly from the other Party on a confidential basis; (iii) prior to disclosure under this Agreement, was already in the possession of the receiving Party, provided such Proprietary Information was not obtained directly or indirectly from the other Party; (iv) is subsequently and independently developed by the receiving Party without the knowledge of the Proprietary Information or (v) is disclosed in a press release agreed to by both Parties, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do sowhich agreement shall not be unreasonably withheld.

Permitted Disclosures. Each Party may disclose Confidential Information of the other Party’s Confidential Information: Party as follows: (i) to the extent its Affiliates, subcontractors, Third Party licensors under an upstream license, and their respective officers, directors, members, employees, agents and outside advisors (each, a “Representative”) who reasonably necessary need to know such information for a Party to prepare, file and Prosecute a Patent application exercising such Party’s rights or performing such Party’s obligations under this Agreement or other agreements between and the Parties or their Affiliates; Ancillary Agreements; (ii) to Regulatory Authorities to facilitate obtaining and maintaining the extent permissible under any other agreements between Regulatory Approvals for the Parties or their Affiliates; conduct of clinical trials; (iii) to antitrust and competition law regulatory agencies and authorities in connection with the extent reasonably necessary approval process for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License AgreementContemplated Transactions; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to any Third Party in connection with the extent reasonably necessary for potential sale or license of rights related to a compound (i.e., whether an Array Compound or a Novartis Compound) owned or controlled by such Party and (v) to any Third Parties if required by Applicable Law, subject to Section 7.4(d). Prior to disclosing any Confidential Information of the purposes other Party to any Representative or Third Party, the receiving Party will inform such Person of this Agreement or other agreements between the Parties, proprietary nature of the Confidential Information and will require such Person to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are agree to be bound by obligations of confidentiality, non-disclosure, confidentiality and non-use substantially similar in scope no less restrictive than the requirements of this Section 7.4. Each Party agrees to those in this Agreement; provided, such Party shall be responsible for any breaches breach of confidentiality, non-disclosure these confidentiality obligations by its Representatives and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator Third Parties to whom disclosure is made; (v) in connection with communications to such it discloses Confidential Information of the other Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to . Either Party may disclose the existence of this Agreement and the License Agreement terms and conditions hereof, without the scope prior written consent of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or as may be required by Applicable Law (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, disclosure requirements of the United States Securities and Exchange Commission and the New York Stock Exchange. Before complying(“SEC”), NYSE or any other stock exchange or NASDAQ), in which case the Party subject seeking to such law, rule or regulation will notify disclose the other Party, allow information shall give the other Party a reasonable time advance notice and the right to seek a protective order review and comment on any such disclosure (if appropriate), and reasonably cooperate including any proposed filing of this Agreement with the other Party’s efforts SEC or equivalent governing body outside of the United States) and shall seek confidential treatment of such Confidential Information to do sothe extent possible under Applicable Law.

Permitted Disclosures. Each Receiving Party may disclose the other Disclosing Party’s Confidential InformationInformation to the extent (and only to the extent) such disclosure is permitted under Section 7.2 or is reasonably necessary in the following instances: (ia) in order and to the extent reasonably necessary for required to comply with applicable Laws (including any securities Laws or the regulations or rules of a Party securities exchange applicable to prepare, file and Prosecute Receiving Party) or with a Patent application under this Agreement legal or other agreements between the Parties or their Affiliatesadministrative proceeding; (iib) to the extent permissible under any other agreements between the Parties in connection with prosecuting or their Affiliatesdefending litigation; (iiic) to the extent reasonably necessary for a Party to develop or commercializein connection with filing, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of prosecuting and enforcing Patents in connection with Receiving Party’s rights and obligations pursuant to this Agreement; (d) to acquirers or permitted assignees, investment bankers, investors and lenders, including potential acquirers, assignees, investment bankers, investors and lenders; and (e) in the case of Verve, to Collaboration Partners, but in case the Collaboration Partner is only a potential licensee, partner or assignee, only such information that is reasonably necessary or useful for the potential licensee, partner or assignee to evaluate the Technology of interest, including design of experiments conducted under the Workplan, data and results generated under the Workplan and LNP/Licensed Product manufacturing processes, but if a Non-Exclusive License Agreement has not been executed excluding the particular chemical structure and formulation of any lipid nanoparticles (which excluded information may be disclosed to such potential licensee, partner or the License Agreementassignee upon Acuitas’ prior written consent); provided that: provided, that (1) where reasonably possible, Receiving Party will notify Disclosing Party of Receiving Party’s intent to make any disclosure pursuant to subsections (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) sufficiently prior to making any such disclosure pursuant so as to this subsectionallow Disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information to be disclosed, such Party willand (2) with respect to subsections (d) and (e), if reasonably practicaleach of those entities are required to comply with the restrictions on use and disclosure in Section 7.2 (other than investment bankers, take investors and lenders, which must be bound prior to disclosure by commercially reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do so.

Permitted Disclosures. Each Notwithstanding the foregoing, Section 10.3(i) shall not apply to (a) Confidential Information which a restricted party learns from a third party which such third party reasonably believes to have the right to make the disclosure, provided that the restricted party complies with any restrictions imposed by such third party; (b) Confidential Information which is rightfully in the restricted party’s possession prior to the time of disclosure by the protected party and not acquired by the restricted party under a confidentiality obligation; (c) Confidential Information which enters the public domain without breach of confidentiality by the restricted party; (d) disclosures of Confidential Information by a Party may disclose to its current or bona fide prospective investor, Affiliates and their respective employees, directors, members and observers of investment committees, bankers, lenders, accountants, legal counsels, business partners, investors, representatives or advisors who need to know such information, in each case only where such persons or entities are informed of the confidential nature of the Confidential Information and are under appropriate nondisclosure obligations substantially similar to those set forth in Section 10.3; (e) disclosures of Confidential Information to a bona fide purchaser or transferee of the Shares held by an Investor hereunder where such purchaser or transferee is informed of the confidential nature of the Confidential Information and are under appropriate nondisclosure obligations substantially similar to those set forth in this Section 10.3; (f) disclosures of Confidential Information if such disclosure is approved in writing by the Company and the Investors hereunder; and (g) disclosures of Confidential Information to the extent required pursuant to applicable Law (including the applicable rules of any Governmental Authority or stock exchange), in which case the party required to make such disclosure (the “Disclosing Party”) shall, to the extent permitted by such applicable laws and practicable, provide the other PartyParties hereto with prompt written notice of that fact, shall consult with the other Parties hereto regarding such disclosure, and shall, to the extent reasonably possible and with the cooperation and reasonable efforts of the other Parties, seek a protective order, confidential treatment or other appropriate remedy. In such event, the Disclosing Party shall furnish only that portion of the information which is legally required to be disclosed. 10.4. Investor’s Confidential Information:Name and Trade Name (i) to Use of Tencent’s Name and Trade Name Without the extent reasonably necessary for a Party to prepareprior written consent of Tencent and regardless of whether Tencent then holds, file directly or indirectly, any Equity Securities of the Company, the Parties other than Tencent shall not, and Prosecute a Patent application under this Agreement the Warrantors shall procure any Group Company not to: (a) For any marketing, advertising, promotion or other agreements between purposes, use, publish, reproduce, distribute, or display (publicly or non-publicly) the Parties name of Tencent or their any of its Affiliates (including but not limited to, in combination or individually, Tencent (腾讯), QQ, WeChat (微信), 应用宝, 财付通, WeBank (微众), 广点通, QQ 手机管家, 安全管家, QQ 浏览器, QQmusic (QQ 音乐), Qzone (QQ 空间), 微云, 腾讯微云, 同步助手, Tencent Literature (腾讯文学)) or any similar company name, trade name, trademark, product or service name, domain name, image logo, symbol, mark, or any certain descriptions that enable a third party to identify Tencent or any of its Affiliates; (iib) to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly Directly or indirectly through one declare that any product or more licensees, products related to service provided by the Company or utilizing Intellectual Property within any of its allocated (Controlled Affiliates has been recognized or retained) field supported by Tencent or any of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viiic) Issue any press release, public announcement or other public disclosure in connection with the transactions contemplated under this Agreement. If the proposed press release, announcement or other information involves the names, logos or information of any Investor, the consent of such Investor shall be obtained, in addition to Tencent’s consent. (ii) Use of YF Capital’s Name and Trade Name Without the prior written consent of YF Capital or its Affiliate, regardless of whether YF Capital then holds any Equity Securities of the Company, the Parties hereto (other than YF Capital) shall not (and shall cause its respective Affiliates not to), in each instance, (a) use in marketing, advertising, publicity, promotion or otherwise the name of “云锋” (Chinese equivalent for “Yunfeng”), “云锋基金” (Chinese equivalent for “Yunfeng Capital”)” or any Affiliate of YF Capital, or any partner or employee of any Affiliate of YF Capital, nor any trade name, trademark, trade device, service or product mark, symbol, logo, brand, domain name, icon or any abbreviation, contraction or simulation thereof owned by YF Capital or its Affiliates, or (b) represent, directly or indirectly, that any product or any service provided by the Company has been approved or endorsed by YF Capital or an Affiliate of YF Capital. (iii) Use of CSRF Fund’s Name and Trade Name Without the prior written consent of CSRF or its Affiliates, regardless of whether CSRF holds, directly or indirectly, any Equity Securities of the Company at the time, the Parties hereto (other than CSRF) shall not (and shall cause their respective Affiliates not to) use, disclose or reproduce the names of CSRF or any of its Affiliates for any marketing, advertising, promotion or other purposes, including but not limited to, individually or in combination, “中国国有企业结构调整基金,” “国调基金,” “国调,” “诚通基金,” “诚通,” “CCT” “China Structural Reform Fund,” “CCT Fund” or any marks or logos relating to the extent reasonably necessary aforementioned trade names, or any similar company name, tradename, trademark, product or service name, domain, image logo, symbol, mark, or other certain descriptions that enable a third party to comply with an applicable law, rule, regulation identify CSRF or any of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do soits Affiliates.

Permitted Disclosures. Each In addition to the exceptions contained in Sections 9.2 (Non-Disclosure and Non-Use Obligation) and 9.4 (Exemptions), the Receiving Party may disclose Confidential Information of the other Party’s Confidential InformationDisclosing Party to the extent (and solely to the extent) that such disclosure is reasonably necessary in the following instances: (ia) to the extent reasonably prosecution and maintenance of C4 Licensed Patent Rights and Joint Patent Rights, in each case, as contemplated by this Agreement; or (b) Regulatory Submissions and other filings with Governmental Authorities (including Regulatory Authorities), as necessary for the Exploitation of a Party to prepare, file Degrader or Product; 9.5.2 disclosure of the existence and Prosecute a Patent application under applicable terms of this Agreement or other agreements between and the Parties or their Affiliates; (ii) to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through status and results of Exploitation of one or more licenseesDegraders or Products to actual or bona fide potential investors, products related to acquirors, Sublicensees, lenders, and other financial or utilizing Intellectual Property within its allocated commercial partners (including in connection with any royalty factoring transaction), and their respective attorneys, accountants, banks, investors, and advisors, solely for the purpose of evaluating or retained) field of rights pursuant to this Agreement carrying out an actual or the License Agreementpotential investment, acquisition, sublicense, debt transaction, or collaboration; provided that: (a) , in each such disclosure may include case, on the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any condition that such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons Persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to provisions at least as restrictive or protective of the Parties as those set forth in this Agreement; providedAgreement or otherwise customary for such type and scope of disclosure any such disclosure is limited to the maximum extent practicable for the particular context in which it is being disclosed; 9.5.3 to comply with Applicable Law (whether generally or in pursuit of an application for listing of securities) including the United States Securities and Exchange Commission or equivalent foreign agency or regulatory body, or otherwise required by judicial or administrative process, provided that in each such event, as promptly as reasonably practicable and to the extent not prohibited by Applicable Law or judicial or administrative process, such Party shall be responsible will notify the other Party of such required disclosure and provide a draft of the disclosure to the other Party reasonably in advance of such filing or disclosure for any breaches of confidentiality, the other Party’s review and comment. The non-disclosure disclosing Party will provide any comments as soon as practicable, and the disclosing Party will consider in good faith any timely comments provided by the non-disclosing Party; provided that the disclosing Party may or may not accept such comments in its sole discretion. Confidential Information that is disclosed in order to comply with Applicable Law or by judicial or administrative process pursuant to this Section 9.5.3, in each case, will remain otherwise subject to the confidentiality and non-use provisions of this Article 9 (Confidentiality) with respect to the Party disclosing such Confidential Information, and such Party will take all steps reasonably necessary, including seeking of confidential treatment or a protective order for a period of at least [***] (to the extent permitted by any Applicable Law or Governmental Authority), to ensure the continued confidential treatment of such AffiliateConfidential Information, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) and each Party will be responsible for its own legal and other external costs in connection with communications any such filing or disclosure pursuant to such this Section 9.5.3; 9.5.4 to prosecute or defend litigation so long as there is [***] prior written notice given by the Receiving Party before filing, and to enforce Patent Rights in connection with the Receiving Party’s stockholders rights and prospective investorsobligations pursuant to this Agreement; and 9.5.5 to allow the Receiving Party to exercise its rights and perform its obligations hereunder, provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations disclosure is covered by terms of confidentiality no less stringent than and non-use at least as restrictive as those contained set forth herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do so.

Permitted Disclosures. Each Party (a) Notwithstanding the limitations set forth in Section 1 above: the Recipient (and, if applicable, its Representatives) may disclose Confidential Information of the other Party’s Confidential Information: (i) Provider if and to the extent reasonably necessary for a Party that the Provider consents in writing to preparethe Recipient’s (or, file if applicable, any of its Representative’s) disclosure thereof; subject to Section 2 and Prosecute a Patent application under this Agreement or other agreements between Section 4(b), the Parties or their Affiliates; Recipient (iiand, if applicable, its Representatives) may disclose Confidential Information of the Provider to any Representative of the Recipient, but only to the extent permissible under any other agreements between such Representative (A) reasonably needs to know such Confidential Information for the Parties or their Affiliates; purpose of helping the Recipient consider, evaluate, negotiate and/or consummate a Transaction, and (iiiB) has been directed to, and has agreed to, abide by the provisions of this Agreement expressly applicable to Representatives; and subject to Section 4(c) below, the Recipient (and, if applicable, its Representatives) may disclose Confidential Information of the Provider to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use required by any such Affiliatelaw, consultantrule, agentor regulation, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) including in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: any legal, regulatory, judicial, or administrative process (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of including any license granted hereunder deposition, interrogatory, oral questioning, information or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a document request, subpoena, court order, regulatory filing, civil investigative demand or administrative order. Before complyingother similar process) or any audit or inquiry by a regulator, bank examiner or auditor, self-regulating organization or pursuant to mandatory professional ethics rules (collectively, “Law”). (b) If prior to the disclosure of certain Confidential Information, the Party subject Provider delivers to the Recipient a written notice stating that such subpoenaConfidential Information of the Provider may be disclosed only to specified Representatives of the Recipient (e.g. outside counsel only), court then, notwithstanding anything to the contrary contained in Section 4(a)(ii) above, the Recipient (and, if applicable, such specified Representatives) will not thereafter disclose or permit the disclosure of any of such designated Confidential Information to any other Representative of the Recipient. (c) Notwithstanding the provisions of Section 4(a)(iii), if the Recipient or any of the Recipient’s Representatives is requested or required by Law to disclose any of the Provider’s Confidential Information to any Person, then the Recipient will, and will direct its Representatives to, as soon as reasonably practicable, provide the Provider with written notice (email being sufficient) of the applicable request or requirement so that the Provider may seek, at its sole expense, a protective order or administrative order will notify other appropriate remedy to prevent, limit or delay such disclosure or the nature and scope thereof; provided, that notice to the Provider is not required if an information request is made by a bank, securities, tax or other Partyregulatory, allow governmental or supervisory authority in the other Party course of a reasonable time routine, ordinary course examination of Recipient’s or its Representatives’ books and records by such authority, or in response to oppose any request by such authority that is not targeted at the disclosureConfidential Information, Provider or the Transaction. The Recipient will, and will direct its Representatives to, reasonably cooperate with the Provider and the Provider’s Representatives, at the Provider’s sole expense, in any reasonable attempt by the Provider to obtain any such protective order or other Party’s efforts to do so; or (viii) remedy, except to the extent reasonably necessary to comply that such efforts involve litigation against the Recipient or any of its Representatives. In the absence of such protective order or other remedy in connection with an any request or requirement that the Recipient or any of its Representatives, as applicable lawand as required by Law, rule, regulation disclose Confidential Information of any governmental authority or securities exchange, including the FDAProvider, the Securities Recipient or such Representative receives advice from legal counsel confirming that the disclosure of such Confidential Information is required by Law, then the Recipient or any such Representatives, as applicable and Exchange Commission as required by Law, may disclose such Confidential Information solely to the extent required by Law; provided, however, that the Recipient and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation its Representatives will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other PartyProvider’s efforts reasonable efforts, at the Provider’s sole expense, to do soensure that such Confidential Information is treated confidentially by each Person to whom it is disclosed.

Permitted Disclosures. Each Party may disclose Notwithstanding the other Party’s Confidential Information:foregoing or anything to the contrary, (i) the Company may disclose any of the Financing Terms to the extent reasonably necessary for a Party to prepareits current or bona fide prospective investors, file employees, investment bankers, lenders, accountants and Prosecute a Patent application attorneys, in each case only where such persons or entities are under this Agreement or other agreements between the Parties or their Affiliatesappropriate nondisclosure obligations; (ii) each Investor may, without disclosing the identity(ies) of the other Investor(s) or the Financing Terms of such other Investor’s investment in the Company without its consent, disclose its investment in the Company and the Financing Terms of its investment to third parties or to the extent permissible under public at its sole discretion and, if it does so, the other parties shall have the right to disclose to third parties any such information disclosed in a press release or other agreements between the Parties or their Affiliates;public announcement by such Investor. (iii) each Investor shall have the right to disclose: (1) any information to such Investor’s and/or its Affiliate’s legal counsel, auditor, insurer, accountant, consultant or to an officer, director, general partner, limited partner, shareholder, investment counselor or advisor, or employee of such Investor and/or its Affiliate; provided, however, that any counsel, auditor, insurer, accountant, consultant, officer, director, general partner, limited partner, shareholder, investment counselor or advisor, or employee shall be advised of the extent reasonably necessary confidential nature of the information or are under appropriate non-disclosure obligation imposed by professional ethics, law or otherwise; (2) any information for a Party fund and inter-fund reporting purposes; (3) any information as required by law, government authorities, exchanges and/or regulatory bodies; and/or (4) any information to develop bona fide prospective purchasers/investors of any share, security or commercialize, directly other interests in the Company, (5) any information contained in press releases or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field public announcements of rights the Company pursuant to this Agreement or the License Agreement; provided that: (aSection 10.11(b) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality;above. (iv) the confidentiality obligations set out in this Section 10.11 do not apply to: (1) information which was in the public domain or otherwise known to the extent reasonably necessary for relevant party before it was furnished to it by another party hereto or, after it was furnished to that party, entered the purposes public domain otherwise than as a result of (A) a breach by that party of this Agreement Section 10.11 or other agreements between (B) a breach of a confidentiality obligation by the Partiesdiscloser, where the breach was known to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is madethat party; (v2) information the disclosure of which is necessary in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary order to comply with a subpoena, court order, or administrative order. Before complyingany applicable law, the Party subject order of any court, the requirements of a stock exchange or to such subpoena, court order obtain tax or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do soclearances or consents from any relevant authority; or (viii3) information disclosed by any director of the Company or Board Observer to the extent reasonably necessary to comply with an applicable law, rule, regulation its appointer or any of any governmental authority its Affiliate or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate otherwise in accordance with the other Party’s efforts to do soforegoing provisions of this Section 10.11(c).

Permitted Disclosures. Each Party may disclose Notwithstanding the other Party’s Confidential Information: foregoing, Section 12.9 (i) above shall not apply to (a) Confidential Information which a restricted party learns from a third party which such third party reasonably believes to have the right to make the disclosure, provided that the restricted party complies with any restrictions imposed by such third party; (b) Confidential Information which is rightfully in the restricted party’s possession prior to the time of disclosure by the protected party and not acquired by the restricted party under a confidentiality obligation; (c) Confidential Information which enters the public domain without breach of confidentiality by the restricted party, (d) disclosures of Confidential Information by a Party to its current or bona fide prospective investors, Affiliates and their respective employees, directors, bankers, lenders, accountants, legal counsels, business partners or representatives or advisors who need to know such information, in each case only where such persons or entities are informed of the confidential nature of the Confidential Information and are under appropriate nondisclosure obligations substantially similar to those set forth in Section 12.9, (e) disclosures of Confidential Information to a bona fide purchaser or transferee of the Shares held by the Investors where such purchaser or transferee is informed of the confidential nature of the Confidential Information and are under appropriate nondisclosure obligations substantially similar to those set forth in Section 12.9, (f) disclosures of Confidential Information if such disclosure is approved in writing by the Company, the Majority Ordinary Holders and the Majority Preferred Holders, and (g) disclosures of Confidential Information to the extent required pursuant to applicable Law (including the applicable rules of any stock exchange), in which case the party required to make such disclosure (the “Disclosing Party”) shall provide the other Parties hereto with prompt written notice of that fact, shall consult with the other Parties hereto regarding such disclosure, and shall, to the extent reasonably necessary for a Party to prepare, file possible and Prosecute a Patent application under this Agreement or with the cooperation and reasonable efforts of the other agreements between the Parties or their Affiliates; (ii) to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate)order, and reasonably cooperate with confidential treatment or other appropriate remedy. In such event, the other Party’s efforts Disclosing Party shall furnish only that portion of the information which is legally required to do sobe disclosed.

Permitted Disclosures. Each The Receiving Party may disclose provide the other Disclosing Party’s Confidential Information: (ia) to the Receiving Party’s and its Affiliates’ employees, consultants and advisors who have a need to know such Confidential Information and are bound by an obligation to maintain the confidentiality of the Disclosing Party’s Confidential Information to the same extent as if they were parties hereto; (b) to the employees, consultants and advisors of Sublicensees and potential Sublicensees who have a need to know such Confidential Information for purposes of the Receiving Party or its Affiliates granting sublicenses under Know-How, Patent Rights or other intellectual property rights as permitted herein and who are bound by an obligation to maintain the confidentiality of the Disclosing Party’s Confidential Information to the same extent as if they were parties hereto; (c) to patent offices or Regulatory Authorities in order to seek or obtain Patent Rights or approval to conduct Clinical Trials or to gain Regulatory Approval, as provided herein; provided, that such disclosure may be made only to the extent reasonably necessary for a Party to prepare, file and Prosecute a seek or obtain such Patent application under this Agreement Rights or other agreements between the Parties or their Affiliatesapprovals; (ii) to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (ivd) to the extent reasonably necessary for the purposes development and/or commercialization of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar Licensed Products in scope to those in accordance with the licenses granted under this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viiie) if such disclosure is required by Law (including by rules or regulations of any securities exchange or NASDAQ) or to defend or prosecute litigation or arbitration; provided, that prior to such disclosure, to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority permitted by Law or securities exchange, including the FDAsuch rules or regulations, the Securities Receiving Party promptly notifies the Disclosing Party of such requirement and Exchange Commission and furnishes only that portion of the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Disclosing Party’s efforts Confidential Information that the Receiving Party is legally required to do sofurnish.

Permitted Disclosures. Each (a) The provisions of Section 6.1 shall not preclude a Party or its Affiliates from disclosing Confidential Information to the extent such Confidential Information is required to be disclosed by such Party or its Affiliates to comply with applicable law or legal process, including without limitation the rules or regulations of the United States Securities and Exchange Commission or similar regulatory agency in a country other than the United States or of any stock exchange, including without limitation Nasdaq, or to defend or prosecute litigation, provided that such Party provides prior written notice of such disclosure to the disclosing Party and takes reasonable and lawful actions to avoid and/or minimize the degree of such disclosure. (b) Subject to Sections 6.2(c) and 11.10, the Parties agree that the material financial terms of this Agreement will be considered Confidential Information of both Parties. Notwithstanding the foregoing, (a) either Party may disclose such terms to bona fide potential or actual sublicensees, as reasonably necessary in connection with a permitted sublicense under the licenses granted in this Agreement, and (b) either Party may disclose the other Party’s Confidential Information: (i) to the extent reasonably necessary for a Party to prepare, file and Prosecute a Patent application under this Agreement or other agreements between the Parties or their Affiliates; (ii) to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes material financial terms of this Agreement to bona fide potential or actual investors, lenders, investment bankers, acquirors, acquirees, merger partners or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosurepotential financial partners, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders consultants and prospective investors; provided that unless otherwise agreed between advisors, as reasonably necessary in connection with a proposed equity or debt financing of such Party or as reasonably necessary in connection with a proposed acquisition or business combination. In connection with any permitted disclosure of Confidential Information pursuant to this Section 6.2(b), each Party agrees to use all reasonable efforts to inform each disclosee of the Parties: confidential nature of such information and cause each disclosee to treat such information as confidential. (ac) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited Notwithstanding any provision to the existence contrary in this Agreement, either Party may disclose to any and all Persons, without limitation of any kind, the United States federal tax treatment and tax structure of the transactions set forth in this Agreement and the License Agreement and the scope all materials of any license granted hereunder kind (including opinions or thereunder; (viother tax analyses) that are provided to the extent reasonably necessary Parties relating to enforce such tax treatment and tax structure. Confidential Portions of this Agreement or other agreements between Exhibit were omitted and have been filed separately with the Parties or their Affiliates; (vii) Secretary of the Commission pursuant to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other PartyCompany’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation application requesting confidential treatment under Rule 406 of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do soAct.

Permitted Disclosures. Each Party may disclose To the other Party’s Confidential Informationextent it is reasonably necessary or appropriate to fulfill its obligations or exercise its rights under this Agreement: (ia) a Recipient may disclose Proprietary Information which it is otherwise obligated under this Article X not to disclose, to its legal advisers who are subject to a duty of confidentiality to the extent reasonably necessary for Recipient, to its Affiliates, and, in each case whether actual or potential, to: Sublicensees or other collaboration partners, assignees, contractors (including manufacturers and researchers), acquirers, investors, and medical, scientific, business and financial advisors, on a Party to prepare, file and Prosecute a Patent application need-to-know basis in accordance with such Recipient’s exercise of its rights or performance of its obligations under this Agreement or other agreements between the Parties or their Affiliates; (ii) to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) that such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior persons agree to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are be bound by obligations of confidentiality, non-disclosure, and non-use confidentiality with respect to such Proprietary Information which are substantially similar in scope to and duration as those set forth in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made;Article X. (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited a Recipient may disclose Proprietary Information of the Disclosing Party to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder government or thereunder; (vi) other regulatory authorities to the extent reasonably necessary to enforce this Agreement that such disclosure is (i) required by applicable law (including all applicable securities laws), regulation, agency or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying(ii) is reasonably necessary in connection with the prosecution of any Patent, to obtain any authorization to conduct clinical studies, or to obtain any Approval; provided that, in case of any disclosures required as described in clause (i) above, the Recipient shall provide reasonable advance notice to the Disclosing Party subject to allow such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosuresuch disclosure or to request confidential treatment of such Proprietary Information; provided, further, that Biogen Idec shall only be permitted to disclose Proprietary Information of ▇▇▇▇▇▇▇ under clause (ii) above with respect to Biogen Idec Patents exclusively licensed hereunder and reasonably cooperate with the for no other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do sopurpose.

Permitted Disclosures. Each In addition to each Party’s disclosure rights under Section 11.3, Receiving Party may disclose the other Disclosing Party’s Confidential InformationInformation to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: (ia) in order to comply with applicable Law (including any securities law or regulation or the extent reasonably necessary for like) or with a Party to prepare, file and Prosecute a Patent application under this Agreement legal or other agreements between the Parties or their Affiliatesadministrative proceeding; (iib) to the extent permissible under any disclose such Confidential Information, including Results, in connection with prosecuting and defending litigation, Marketing Approvals and other agreements between the Parties or their AffiliatesRegulatory Filings and communications, and filing, prosecuting and enforcing Patent Rights in connection with Receiving Party’s rights and obligations pursuant to this Agreement; (iiic) to disclose such Confidential Information, including Results, in connection with exercising its rights hereunder, to its Affiliates, and to bona fide existing, potential and/or future collaborators (including Sublicensees), permitted acquirers or assignees; and (d) to disclose the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field existence and terms of rights pursuant to this Agreement or the License Agreementin connection with financing activities to bona fide existing, potential and/or future investors, lenders and investment bankers; provided that: provided, however, that (a1) such with respect to each of Sections 11.1.4(a) and 11.1.4(b), where reasonably possible, Receiving Party will notify Disclosing Party of Receiving Party’s intent to make any disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) pursuant thereto sufficiently prior to making any such disclosure pursuant so as to this subsection, such allow Disclosing Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable adequate time to oppose take whatever action it may deem appropriate to protect the disclosure, confidentiality of the information to be disclosed and reasonably cooperate with the other Party’s efforts Disclosing Party in such action; and (2) with respect to do so; or (viiiSections 11.1.4(c) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate11.1.4(d), each of those named people and reasonably cooperate entities are bound in writing, prior to disclosure, by restrictions on use and disclosure consistent with the Section 11.1.2 (other Party’s efforts than investment bankers, investors and lenders, which must be bound prior to do sodisclosure by commercially reasonable and customary obligations of confidentiality).

Permitted Disclosures. Each To the extent it is reasonably necessary or appropriate to fulfill its obligations or exercise its rights under this Agreement, (a) a Party may disclose the other Party’s Confidential Information: (i) to the extent reasonably necessary for a Party to prepare, file and Prosecute a Patent application Proprietary Information which is otherwise obligated under this Agreement or other agreements between the Parties or their Article 7 not to disclose to its Affiliates; (ii) , to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party willKR Licensees, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the PartiesParty is KR, to its respective Affiliatessublicensees, if the Party is MN, and to its consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, nonon a need-disclosure, to-know basis on condition that such Persons agree to keep the Proprietary Information confidential for the same time periods and non-use substantially similar in scope to those in this Agreement; provided, the same extent as such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator is required to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between keep the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained hereinProprietary Information confidential; and (b) a Party (including MN’s sublicensees or KR Licensees) may disclose such disclosure be expressly limited Proprietary Information to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder government or thereunder; (vi) other regulatory authorities to the extent reasonably necessary to enforce this Agreement that such disclosure is required by applicable law (including without limitation all applicable securities laws), regulation, agency or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complyingis reasonably necessary to obtain patents or authorizations to conduct clinical trials with, and to commercially market Licensed Product, provided that the disclosing Party subject shall provide written notice to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time and sufficient opportunity to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject object to such law, rule disclosure or regulation will notify the other Party, allow to request confidential treatment thereof. The obligation not to disclose or use Proprietary Information received from the other Party shall not apply to any part of such Proprietary Information that (i) is or becomes patented, published or otherwise part of the public domain other than by acts of the Party obligated not to disclose such Proprietary Information in contravention of this Agreement; (ii) is disclosed to the receiving Party by a reasonable time to seek a protective order (if appropriate)Third Party, and reasonably cooperate with provided such Proprietary Information was not obtained by such Third Party directly or indirectly from the other Party under this Agreement on a confidential basis; (iii) prior to disclosure under this Agreement, was already in the possession of the receiving Party’s efforts , provided such Proprietary Information was not obtained directly or indirectly from the other Party under this Agreement; or (iv) is disclosed in a press release agreed to do soby both Parties, which agreement shall not be unreasonably withheld.

Permitted Disclosures. Each Party may disclose Notwithstanding the other Party’s Confidential Informationterms of this Article XI: (i) Either Party shall be permitted to disclose the existence and terms of this Agreement to the extent reasonably necessary for a Party to preparerequired, file and Prosecute a Patent application under this Agreement or other agreements between in the Parties or their Affiliates; (ii) to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field reasonable opinion of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary legal counsel, to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchangeLaws, including the FDA, rules and regulations promulgated by the Securities and Exchange Commission or any other governmental authority. Notwithstanding the foregoing, before disclosing this Agreement or any of the terms hereof pursuant to this Section 11.3(b), the Parties will coordinate in advance with each other in connection with the redaction of certain provisions of this Agreement with respect to any filings with the Securities and Exchange Commission, London Stock Exchange, the UK Listing Authority, NYSE, the NASDAQ Stock Market or any other stock exchange on which securities issued by a Party or a Party’s Affiliate are traded (the “Redacted Version”), and each Party will use commercially reasonable efforts to seek confidential treatment for such terms as may be reasonably requested by the other Party; provided that the Parties will use commercially reasonable efforts to file redacted versions with any governing bodies which are consistent with the Redacted Version. (ii) Either Party may disclose the existence and terms of this Agreement in confidence: (A) to (1) its attorneys, professional accountants, and auditors, and (2) bankers or other financial advisors in connection with a public offering, other strategic transaction, or corporate valuation for internal purposes; provided that any such disclosure to such professional accountants, auditors, bankers or other financial advisors is under an agreement to keep the terms of confidentiality and non-use no less rigorous than the terms contained in this Agreement and to use such information solely for the applicable purpose permitted pursuant to this Section 11.3(b)(ii)(A); (B) to the licensors under the Existing Third Party Agreement; provided that such disclosure is under the confidentiality and non-use provisions of such agreement; (C) to potential acquirers (and their respective attorneys and professional advisors), in connection with a potential merger, acquisition or reorganization; provided that (1) the Party making the disclosure has a bona fide offer from such Third Party for such a transaction, and (2) such disclosure is under an agreement to keep the terms of confidentiality and non-use no less rigorous than the terms contained in this Agreement and to use such information solely for the purpose permitted pursuant to this Section 11.3(b)(ii)(C); (D) to existing investors, lenders or permitted assignees of such Party (and their respective attorneys and professional advisors); provided that such disclosure is under an agreement to keep the terms of confidentiality and non-use no less rigorous than the terms contained in this Agreement; and (E) to potential investors, lenders or permitted assignees of such Party, or to potential licensees or sublicensees of such Party (and their respective attorneys and professional advisors); provided that (1) such disclosure shall not be made prior to [**] Business Days prior to the good faith anticipated closing date for the investment, loan, assignment or license, as applicable, and shall be made only if such Party reasonably concludes that such transaction with such disclosee is likely to be consummated; (2) the disclosure shall be limited to the Redacted Version plus such additional terms and conditions reasonably requested by the disclosing Party and consented to by the other Party (for purposes of clarity, the disclosing Party shall not be obligated to disclose the identity of the disclosee in order to request such consent); and (3) such disclosure is under an agreement to keep the terms of confidentiality and non-use no less rigorous than the terms contained in this Agreement. (iii) The Parties acknowledge the importance of supporting each other’s efforts to publicly disclose results and significant developments regarding the Licensed Products and other activities in connection with this Agreement that may include information that is not otherwise permitted to be disclosed under this ARTICLE XI, and that may be beyond what is required by applicable Law, and each Party may make such disclosures from time to time. Such disclosures may include achievement of milestones, significant events in the development and regulatory process, commercialization activities and the New York Stock Exchangelike. Before complyingExcept for the initial press release described in Section 11.3(a), whenever a Party (the Party subject “Requesting Party”) elects to make any such lawpublic disclosure, rule or regulation will it shall first notify the other Party (the “Cooperating Party”) of such planned press release or public announcement and provide a draft for review at least [**] Business Days in advance of issuing such press release or making such public announcement (or, allow with respect to press releases and public announcements that are required by applicable Law, or by regulation or rule of any public stock exchange (including NASDAQ), with as much advance notice as possible under the circumstances if it is not possible to provide notice at least [**] Business Days in advance); provided, however, that a Party may issue such press release or public announcement without such prior review by the other Party if (A) the contents of such press release or public announcement have previously been made public other than through a breach of this Agreement by the issuing Party and (B) such press release or public announcement does not materially differ from the previously issued press release or other publicly available information. The Cooperating Party may notify the Requesting Party of any reasonable time to seek a protective order (if appropriate)objections or suggestions that the Cooperating Party may have regarding the proposed press release or public announcement, and the Requesting Party shall reasonably cooperate consider any such objections or suggestions that are provided in a timely manner. The principles to be observed in such disclosures shall include accuracy, compliance with applicable Law and regulatory guidance documents, reasonable sensitivity to potential negative reactions of the other FDA (and its foreign counterparts) and the need to keep investors informed regarding the Requesting Party’s efforts to do sobusiness.

Permitted Disclosures. Each Notwithstanding the foregoing, the provisions of Section 9.1 hereof shall not apply to information, documents or materials that the receiving Party may disclose can conclusively establish: (a) have become published or otherwise entered the public domain other than by wrongful acts of the receiving Party or its Affiliates in contravention of this Agreement; (b) are permitted to be disclosed by prior consent of the other Party; (c) have become known to the disclosing Party by a Third-Party, provided such Confidential Information was not obtained by such Third-Party directly or indirectly from the other Party under this Agreement on a confidential basis; (d) prior to disclosure under the Agreement, was already in the possession of the receiving Party, its Affiliates or Sublicensees, provided such Confidential Information was not obtained directly or indirectly from the other Party under this Agreement; (e) is disclosed in a press release agreed to by both Parties hereto, which agreement shall not be unreasonably withheld; and (f) are required to be disclosed by the receiving Party to comply with any applicable law, regulation or court order, or are reasonably necessary to obtain patents, copyrights or authorizations to conduct clinical trials with, and to commercially market Licensed Product(s), provided that the receiving Party shall provide prior notice of such disclosure to the other Party and take reasonable and lawful actions to avoid or minimize the degree of disclosure. In addition, GNE shall be permitted to disclose SGI’s Confidential Information: (ig) to the extent reasonably necessary for needed in a Party patent application claiming Program Inventions made hereunder to preparebe filed with the United States Patent and Trademark Office and/or any similar foreign agency, file provided that GNE shall provide prior notice of such disclosure to SGI and Prosecute a Patent application under this Agreement take reasonable and lawful actions to avoid or other agreements between minimize the Parties or their Affiliatesdegree of disclosure; (iih) to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercializesublicensee as permitted hereunder, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are sublicensee be subject to obligations of confidentiality no less stringent than substantially similar to those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder;and (vii) to a bona fide collaborator or manufacturing, development or sales partner, but only to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) directly relevant to the extent reasonably necessary to comply with a subpoena, court order, collaboration or administrative order. Before complying, the Party partnership and provided that such collaborator or partner be subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time obligations of confidentiality substantially similar to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do sothose contained herein.

Permitted Disclosures. Each Subject to Section 8.3, Receiving Party may disclose the other Disclosing Party’s Confidential InformationInformation to the extent (and only to the extent) such disclosure is permitted under Section 8.2 or is reasonably necessary in the following instances: (ia) in order and to the extent reasonably necessary for required to comply with applicable Laws (including any securities Laws or regulations or the rules of a Party securities exchange applicable to prepare, file and Prosecute Receiving Party) or with a Patent application under this Agreement legal or other agreements between the Parties administrative proceeding or their Affiliatesas required by a court or administrative order; (iib) in connection with prosecuting or defending litigation, including responding to the extent permissible under any other agreements between the Parties or their Affiliatesa subpoena in a Third-Party litigation; (iiic) to the extent reasonably necessary for a Party to develop or commercializein connection with filing, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of prosecuting and enforcing LNP Technology Patents in connection with Receiving Party’s rights and obligations pursuant to this Agreement or the License Agreement; (d) to actual and potential acquirers, assignees, investment bankers, investors, lenders and other financing sources, and to consultants and advisors of the Receiving Party; provided that: and (e) in the case of Omega, to (i) subcontractors, (ii) licensees, Sublicensees, assignees and collaboration partners, or (iii) potential licensees, Sublicensees, assignees or collaboration partners, but in case (iii) only such information that is reasonably necessary or useful for the potential licensee, Sublicensee, assignee or collaboration partner to evaluate Licensed Product, Backup Licensed Products and LNP/Licensed Product manufacturing processes, including the particular chemical structure and formulation of any lipid nanoparticles incorporated in such products. Where reasonably possible, Receiving Party will notify Disclosing Party of Receiving Party’s intent to make any disclosure pursuant to subsections (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) above sufficiently prior to making any such disclosure pursuant so as to this subsectionallow Disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information to be disclosed. Moreover, such Party willwith respect to subsections (d) or (e) above, if reasonably practicaleach of those entities will be required to comply with the restrictions on use and disclosure in Section 8.2 (other than investment bankers, take investors, lenders, and other financing sources which must be bound prior to disclosure by commercially reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality). Confidential Information that is NON-EXCLUSIVE LICENSE AGREEMENT BETWEEN ACUITAS THERAPEUTICS, non-disclosureINC. AND OMEGA THERAPEUTICS, INC. EXECUTION COPY required to be disclosed pursuant to subsections (a) or (b) above will remain otherwise subject to the confidentiality and non-use substantially similar in scope to those in this Agreement; provided, such provisions of Section 8.1 and Section 8.2. If either Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided concludes that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence a copy of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate must be filed with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the United States Securities and Exchange Commission and or similar regulatory agency in a country other than the New York Stock Exchange. Before complyingUnited States, the at least [***] ([***]) days in advance of any such filing such Party subject to such law, rule or regulation will notify the other Party, allow provide the other Party with a copy of this License Agreement showing any provisions hereof as to which the Party proposes to request confidential treatment, will provide the other Party with a reasonable time opportunity to seek a protective order (if appropriate)comment on any such proposed redactions and to suggest additional redactions, and reasonably cooperate with the other will take such Party’s efforts to do soreasonable and timely comments into consideration before so filing this License Agreement.

Permitted Disclosures. Each Notwithstanding the obligations set forth in Section 8.2, Receiving Party may disclose the other Disclosing Party’s Confidential Information: Information (iincluding this License Agreement and the terms herein) to the extent (and only to the extent) such disclosure is reasonably necessary for in the following instances: (a) in order to comply with applicable Law (including any securities Law or regulation or the rules of a Party to prepare, file and Prosecute securities exchange) or with a Patent application under this Agreement legal or other agreements between the Parties or their Affiliatesadministrative proceeding; (iib) in connection with prosecuting or defending litigation, and filing, prosecuting and enforcing Arcturus Technology Patents in connection with Receiving Party’s rights and obligations pursuant to the extent permissible under any other agreements between the Parties or their Affiliatesthis License Agreement; (iiic) to attorneys, accountants, auditors, acquirers, licensees, partners or permitted assignees; financial advisors, investors and lenders, including potential acquirers, licensees, partners, assignees, financial advisors, investors and lenders; and (d) in the extent case of CureVac, to (i) subcontractors; or (ii) potential licensees or collaboration partners, but only such information that is reasonably necessary or useful for a the subcontractor to perform the subcontracted work or for the potential licensee or partner to evaluate the applicable Licensed Product, and LMD or Licensed Product manufacturing processes; provided that (1) where reasonably possible, Receiving Party will notify Disclosing Party of Receiving Party’s intent to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights make any disclosure pursuant to this Agreement or the License Agreement; provided that: subsections (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) sufficiently prior to making any such disclosure pursuant so as to this subsectionallow Disclosing Party reasonably adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information to be disclosed, such Party willand (2) with respect to subsections (c), if reasonably practical, take reasonable steps each of those persons or entities are required to limit comply with the scope of such restrictions on use and disclosure and its effect on confidentiality; in Section 8.2 (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, than financial advisors, attorneysinvestors and lenders, outside contractors and clinical investigators, but only if those persons are which must be bound prior to disclosure by commercially reasonable obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do so.

Permitted Disclosures. Each Party may disclose (a) Notwithstanding the other Party’s Confidential Informationlimitations set forth in section 3 above: (i) Biosite may disclose Confidential Information if and to the extent reasonably necessary for a Party that Inverness consents in writing to prepare, file and Prosecute a Patent application under this Agreement or other agreements between the Parties or their AffiliatesBiosite’s disclosure thereof; (ii) subject to section 5(b) below, Biosite may disclose Confidential Information to any Representative of Biosite, but only to the extent permissible under any other agreements between such Representative: (A) needs to know such Confidential Information for the Parties or their Affiliates;purpose of facilitating the transactions contemplated by the Merger Agreement; and (B) has been informed of the obligations set forth in this Agreement and has agreed to abide and be bound by the provisions hereof; and (iii) subject to Section 5(c) below, Biosite may disclose Confidential Information to the extent reasonably necessary for required by applicable law or governmental regulation or by subpoena or other similar valid legal process. (b) If Inverness delivers to Biosite a Party written notice stating that certain Confidential Information may be disclosed only to develop specified Representatives of Biosite, then, notwithstanding anything to the contrary contained in section 5(a)(ii) above, Biosite shall not thereafter disclose or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include permit the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality;Confidential Information to any other Representative of Biosite. (ivc) to the extent reasonably necessary for the purposes If Biosite or any of this Agreement Biosite’s Representatives is required by applicable law or governmental regulation or by subpoena or other agreements between valid legal process to disclose any Confidential Information to any Person, then Biosite will promptly provide Inverness with written notice of the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to process so that Inverness may seek a protective order (if appropriate)or other appropriate remedy. Biosite and its Representatives will use reasonable efforts to cooperate with Inverness and Inverness’ Representatives in any attempt by Inverness to obtain any such protective order or other remedy. If Inverness elects not to seek, or is unsuccessful in obtaining, any such protective order or other remedy in connection with any requirement that Inverness disclose Confidential Information, and reasonably cooperate with if Biosite has been advised by its internal counsel or other reputable external legal counsel confirming that the other Party’s disclosure of such Confidential Information is legally required, then Biosite may disclose such Confidential Information to the extent legally required; provided, however, that Inverness and its Representatives will use their reasonable efforts to do soensure that such Confidential Information is treated confidentially by each Person to whom it is disclosed.

Permitted Disclosures. Each Notwithstanding the foregoing, the Receiving Party may disclose the other Disclosing Party’s Confidential Information: Information without the Disclosing Party’s prior written consent to any of its Affiliates, directors, officers, employees, consultants, contractors or representatives (collectively, the “Representatives”), but only to those Representatives that (i) have a “need to the extent reasonably necessary for a Party know” in order to prepare, file and Prosecute a Patent application under this Agreement or other agreements between the Parties or their Affiliates; (ii) to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for carry out the purposes of this Agreement or other agreements between to provide professional advice in connection with this Agreemen t, (ii) are legally bound to the Parties, Receiving Party to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if protect information such as the Confidential Information under terms at least as restrictive as those persons are bound by obligations of confidentiality, non-disclosureprovided herein, and non-(iii) have been informed by the Receiving Party of the confidential nature of the Confidential Information and the requirements regarding restrictions on disclosure and use substantially similar in scope to those as set forth in this Agreement; provided, such Section. The Receiving Party shall be responsible liable to the Disclosing Party for the acts or omissions of any breaches Representatives to which it disclose s Confidential Information which, if done by the Receiving Party, would be a breach of confidentialitythis Agreement. Additionally, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator it shall not be a breach of this Section for the Receiving Party to whom disclosure is made; (v) in connection with communications to such disclose the Disclosing Party’s stockholders and prospective investors; Confidentia l Information as may be required by operation of law or legal process, provided that the Receiving Party provides prior notice of such disclosure to the Disclosing Party unless otherwise agreed between expressly prohibited from doing so by a court, arbitration panel or other lega l authority of competent jurisdiction. If You are the Parties: Customer but not the End Customer, You shall be permitted to provide to the End Customer Confidential Information of Provider for the purposes only of the SO and You agree that, prior to Provider providing Activities to the End Customer under an SO, (ai) such stockholders and prospective investors are subject to obligations of You shall ensure that a nondisclosure or confidentiality agreement on terms no less stringent onerous than those contained herein; in this section Confidential Information shall be in effect with the End Customer and in any event (bii) such disclosure You agree to be expressly limited jointly and severally liable for any acts or omissions by the End Customer with respect to the existence Provider’s Confidential Information that, if done or not done by You would be a breach of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do soSection Confidential Information.

Permitted Disclosures. Each Party 10.3.1 CRT and the Charity may disclose Confidential Information of the other Company where necessary to exercise or enforce its rights or perform its obligations under this Agreement, including to potential or actual Contributors in connection with the Clinical Trial; 10.3.2 the Charity and Contributors may publish Results in accordance with clause 11; Private & Confidential 10.3.3 the Company may disclose Progress Reports to persons holding investments in the Company for the sole purpose of providing an update on the status of the Clinical Trial; 10.3.4 the Charity may disclose Confidential Information of the Company to independent persons nominated by the Charity to monitor and review the work it funds or provide scientific advice, provided that such independent persons are made aware of the confidential nature of the information disclosed and are bound to obligations of confidence consistent with those imposed on the Receiving Party’s ; and 10.3.5 where the Option has been exercised, the Company may disclose Confidential Information: (i) Information of the Charity and CRT relating to the extent reasonably necessary for approval, marketing or sale of Licensed Products to potential and actual Sub-Licensees and, as necessary, to Regulatory Authorities in the Territory, provided that in the case of such disclosure to a Party potential Sub-Licensee: (a) the Company will notify CRT in writing of the identity of the potential Sub-Licensee and obtain CRT’s prior approval of the disclosure of the Confidential Information to preparethat potential Sub-Licensee (such approval (I) not to be unreasonably withheld, file conditioned or delayed, and Prosecute a Patent application under this Agreement or other agreements between the Parties or their Affiliates; (ii) to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) be deemed given if CRT has not responded substantively to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property Company within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder[***] after being so notified in writing); and (b) prior the Company will bind each proposed recipient in writing to making any such disclosure pursuant to this subsectionconfidentiality undertakings consistent with clause 10.1. in each case, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope under written confidentiality provisions equivalent to those set out in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do soclause 10.

Permitted Disclosures. Each In addition to the exceptions contained in Section 10.2 (Non-Disclosure and Non-Use Obligation) and Section 10.3 (Exemptions), the Receiving Party may disclose Confidential Information of the other Party’s Confidential InformationDisclosing Party to the extent (and solely to the extent) that such disclosure is reasonably necessary in the following instances: (ia) to the extent reasonably Prosecution of Patent Rights as contemplated by this Agreement; or (b) Regulatory Submissions and other filings with Governmental Authorities (including Regulatory Authorities), as necessary for the Exploitation of a Party to prepare, file and Prosecute a Patent application under this Agreement or other agreements between the Parties or their AffiliatesProduct; (ii) to 10.4.2 disclosure of the extent permissible under any other agreements between existence and applicable terms of this Agreement, the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through status and results of Exploitation of one or more licenseesProducts to actual or bona fide potential investors, products related to acquirors, Sublicensees, lenders, and other financial or utilizing Intellectual Property within its allocated (commercial partners, and their respective attorneys, accountants, banks, investors, and advisors, solely for the purpose of evaluating or retained) field of rights pursuant to this Agreement carrying out an actual or the License Agreementpotential investment, acquisition, sublicense, debt transaction, or collaboration; provided that: , in each such case, (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons Persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to provisions at least as restrictive or protective of the Parties as those set forth in this Agreement; providedAgreement or otherwise customary for such type and scope of disclosure, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by (b) that any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is madelimited to the maximum extent practicable for the particular context in which it is being disclosed, and (c) notwithstanding the foregoing (a) and (b), that the term of such confidentiality obligation must be consistent with industry standards, but in all cases at least [**]; (v) 10.4.3 if required by Applicable Law, including as may be required in connection with communications to such Party’s stockholders and prospective investorsany filings made with, or by the disclosure policies of a securities exchange (as set forth in additional detail in Section 10.5 (Confidential Treatment)); provided that unless otherwise agreed between the PartiesParty seeking to disclose the Confidential Information of the other Party: (a) use all reasonable efforts to inform the other Party prior to making any such stockholders disclosures and prospective investors are subject to obligations of confidentiality no less stringent than those contained hereincooperate with the other Party in seeking a protective order or other appropriate remedy (including redaction); and (b) whenever possible, request confidential treatment of such information in accordance with Section 10.5 (Confidential Treatment); 10.4.4 to prosecute or defend litigation so long as there is [**] prior written notice given by the Receiving Party before filing, and to enforce Patent Rights in connection with the Receiving Party’s rights and obligations pursuant to this Agreement; and 10.4.5 to allow the Receiving Party to exercise its rights and perform its obligations hereunder, provided that such disclosure is covered by terms of confidentiality and non-use at least as restrictive as those set forth herein. If and whenever any Confidential Information is disclosed in accordance with this Section 10.4 (Permitted Disclosures), such disclosure will not cause any such information to cease to be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) Confidential Information except to the extent reasonably necessary to enforce that such disclosure results in a public disclosure of such information (other than by breach of this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriateAgreement), and reasonably cooperate with the other Party’s efforts to do so.

Permitted Disclosures. Each Party may disclose (a) Notwithstanding the other Party’s Confidential Informationlimitations set forth in Section 1 above: (i) the Recipient (and, if applicable, any of its Representatives) may disclose Confidential Information of the Provider if and to the extent reasonably necessary for a Party that the Provider consents in writing to preparethe Recipient’s (or, file and Prosecute a Patent application under this Agreement or other agreements between the Parties or their Affiliatesif applicable, any of its Representative’s) disclosure thereof; (ii) subject to Section 4(b) below, the extent permissible under Recipient (and, if applicable, any other agreements between of its Representatives) may disclose Confidential Information of the Parties Provider to any Representative of the Recipient, but only if such Representative (A) needs access to Confidential Information for the purpose of assisting the Recipient in the evaluating, negotiating or their Affiliates;consummating the Transaction, and (B) has been provided with a copy of this Agreement and has been instructed to abide by the provisions hereof or is otherwise bound by confidentiality obligations at least as restrictive as those contained in this Agreement; and (iii) subject to Section 4(c) below, the Recipient (and, if applicable, any of its Representatives) may disclose Confidential Information of the Provider to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound required by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, governmental regulation (including in connection with any legal, regulatory, judicial or administrative process or any audit or inquiry by a regulator, bank examiner or auditor), self-regulating organization, pursuant to mandatory professional ethics rules or as required by the rules and regulations of any governmental authority or securities exchangeexchange (collectively, including “Law”). (b) If prior to providing certain Confidential Information to the FDARecipient (and, if applicable, its Representatives), the Securities and Exchange Commission and Provider delivers to the New York Stock Exchange. Before complyingRecipient a written notice stating that such Confidential Information of the Provider may be disclosed only to specified Representatives of the Recipient, then, notwithstanding anything to the contrary contained in Section 4(a)(ii) above, the Party subject Recipient (and, if applicable, such specified Representatives) shall not thereafter disclose or permit the disclosure of any of such Confidential Information to such lawany other Representative of the Recipient. (c) If the Recipient or any of the Recipient’s Representatives is required by Law to disclose any of the Provider’s Confidential Information to any Person, rule or regulation will notify then the other PartyRecipient will, allow unless prohibited by applicable Law, within two business days, provide the other Party a reasonable time to Provider with written notice of the applicable Law so that the Provider may seek a at its sole cost and expense an appropriate protective order (if appropriate)or other appropriate protective remedy. The Recipient will, and reasonably will direct its Representatives to, make commercially reasonable efforts to cooperate with the Provider and the Provider’s Representatives in any attempt by the Provider to obtain any such protective order or such other Party’s remedy. If the Provider elects not to seek, or is unsuccessful in obtaining, any such protective order or such other remedy in connection with any requirement that the Recipient or any of its Representatives, as applicable and as required by Law, disclose Confidential Information of the Provider, then the Recipient or any of such Representatives, as applicable, may disclose such Confidential Information to the extent required by Law; provided, however, that the Recipient and its Representatives will use their commercially reasonable efforts to do soensure that such Confidential Information is treated confidentially by each such Person to whom it is disclosed.

Permitted Disclosures. Each Party 9.2.1 To the extent it is reasonably necessary or appropriate to fulfill its obligations or exercise its rights under this AGREEMENT, (a) a PARTY may disclose CONFIDENTIAL INFORMATION it is otherwise obligated under this Article 9 not to disclose, to its AFFILIATES, SUBLICENSEES, consultants, outside contractors and clinical investigators (hereinafter collectively referred to as PERSONS), on a need-to-know basis, provided that such PERSONS agree to keep the other Party’s Confidential Information: (i) CONFIDENTIAL INFORMATION confidential and not use the CONFIDENTIAL INFORMATION to the same extent reasonably necessary for a Party to prepare, file and Prosecute a Patent application under this Agreement or other agreements between the Parties or their Affiliates; (ii) to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights as such PARTY is required pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunderAGREEMENT; and (b) prior a PARTY may disclose such CONFIDENTIAL INFORMATION to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) government or other regulatory authorities to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, that such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations required by applicable law, regulation of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complyingis reasonably necessary to obtain patents copyrights or authorizations to conduct clinical trials with, and the Party subject commercially market PRODUCT, provided that the disclosing PARTY shall provide written notice to the other PARTY and sufficient opportunity to object to such subpoenadisclosure or to request confidential treatment thereof. 9.2.2 Following the EFFECTIVE DATE, court order or administrative order will notify each of the PARTIES shall have the right to issue press releases and similar public announcements about the relationship of the PARTIES, with the prior consent of the other Party, allow which shall not be unreasonably withheld. The PARTY making such announcement shall exercise reasonable efforts not to divulge CONFIDENTIAL INFORMATION, and provide the other Party PARTY with a copy of the proposed text prior to such announcement, sufficiently in advance of the scheduled release, to afford such other PARTY a reasonable time opportunity to oppose review and comment upon the disclosureproposed text. 9.2.3 The obligation not to disclose or use CONFIDENTIAL INFORMATION shall not apply to any part of such CONFIDENTIAL INFORMATION that (i) is or becomes published or otherwise part of the public domain or publicly available other than by acts of the PARTY obligated not to disclose such CONFIDENTIAL INFORMATION, and reasonably cooperate with or of its AFFILIATES or SUBLICENSEES in contravention of the AGREEMENT; (ii) is disclosed to the receiving PARTY or its AFFILIATES or SUBLICENSEES by a THIRD PARTY, provided such CONFIDENTIAL INFORMATION was not obtained by such THIRD PARTY directly or indirectly from the other Party’s efforts PARTY under this AGREEMENT on a confidential basis; (iii) prior to do sodisclosure under the AGREEMENT, was already in the possession of the receiving PARTY or its AFFILIATES or SUBLICENSEES, provided such CONFIDENTIAL INFORMATION was not obtained directly or indirectly from the other PARTY under the AGREEMENT; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do so.

Permitted Disclosures. Each (i) Either Party may disclose the other’s Confidential Information to the extent such disclosure is required under Law, provided that the Party so disclosing the other Party’s Confidential Information: Information (iA) provides the other Party prior notice (to the extent reasonably necessary for a Party practicable) of such disclosure, (B) uses reasonable efforts to preparesecure confidential treatment thereof (whether by protective order or otherwise, file and Prosecute a Patent application under this Agreement or other agreements between the Parties or their Affiliates; (ii) to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercializeas applicable), directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (bC) prior agrees to making any such disclosure pursuant to this subsectioncooperate, such Party will, if reasonably practical, take reasonable steps to limit at the scope request and sole expense of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; orpreserve the confidentiality of such information in connection with such required disclosure. (viiiii) Notwithstanding anything to the contrary in this Section 9, Pfizer may disclose Lpath Confidential Information (i) to Governmental *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Authorities (a) to the extent reasonably necessary desirable to comply obtain or maintain INDs or Regulatory Approvals in the Field for any Licensed Product within the Territory, and (b) in order to respond to inquiries, requests or investigations relating to this Agreement; (ii) to outside consultants, contractors, advisory boards, managed care organizations, and non-clinical and clinical investigators, in each case to the extent desirable to develop, register or market any Licensed Product in the Field; provided that Pfizer shall obtain the same confidentiality obligations from such Third Parties as it obtains with an applicable lawrespect to its own similar types of confidential information; (iii) in connection with filing or prosecuting Patent Rights or Trademark rights as permitted by this Agreement; (iv) in connection with prosecuting or defending litigation as permitted by this Agreement, rule, regulation of any governmental authority (v) in connection with or securities exchangeincluded in scientific presentations and publications relating to Licensed Products in the Field, including the FDAabstracts, the Securities and Exchange Commission posters, journal articles and the New York Stock Exchange. Before complyinglike, and posting results of and other information about clinical trials to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, PhRMA websites or any other analogous websites in any country in the Party Territory; and (vi) to the extent necessary or desirable in order to enforce its rights under this Agreement. (iii) Notwithstanding anything to the contrary in this Section 9, Lpath may disclose Pfizer Confidential Information to: (i) Governmental Authorities (a) to the extent desirable to obtain or maintain INDs or Regulatory Approvals outside the Field for any Licensed Product within the Territory, and (b) in order to respond to inquiries, requests or investigations relating to this Agreement; (ii) to outside consultants, contractors, advisory boards, managed care organizations, and non-clinical and clinical investigators, actual or bona fide potential investors or acquirers, or actual or bona fide potential licensees or sublicensees or others on a need to know basis, in each case to the extent desirable to develop, register or market any Licensed Product outside the Field; provided that shall obtain the same confidentiality obligations from such Third Parties as it obtains with respect to its own similar types of confidential information; (iii) in connection with filing or prosecuting Patent Rights or Trademark rights as permitted by this Agreement; (iv) in connection with prosecuting or defending litigation as permitted by this Agreement, (v) subject to such lawSection 9.2, rule in connection with or regulation will notify included in scientific presentations and publications relating to Licensed Products outside of the other PartyField, allow including abstracts, posters, journal articles and the other Party a reasonable time to seek a protective order (if appropriate)like, and reasonably cooperate with posting results of and other information about clinical trials to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, PhRMA websites or any other analogous websites in any country in the other Party’s efforts Territory; and (vi) to do sothe extent necessary or desirable in order to enforce its rights under this Agreement. Lpath acknowledges that except as expressly required in this Agreement, Pfizer will not provide to Lpath any clinical or patient data, and or any regulatory or manufacturing information.