Common use of Permitted Disclosures Clause in Contracts

Permitted Disclosures. (a) Notwithstanding the limitations set forth in section 3 above: (i) the Recipient may disclose Confidential Information of the Provider if and to the extent that the Provider consents in writing to the Recipient’s disclosure thereof; (ii) subject to section 5(b) below, the Recipient may disclose Confidential Information of the Provider to any Representative of the Recipient, but only to the extent 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; 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, the Recipient may disclose Confidential Information of the Provider to the extent required by applicable law or governmental regulation or by subpoena or other valid legal process. (b) If the Provider delivers to the Recipient a written notice stating that certain Confidential Information of the Provider may be disclosed only to specified Representatives of the Recipient, then, notwithstanding anything to the contrary contained in section 5(a)(ii) above, the Recipient shall not thereafter disclose or permit the disclosure of any of such Confidential Information to any other Representative of the Recipient. (c) If the Recipient or any of the Recipient’s Representatives is required by applicable 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 Representatives will use 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 other 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, and if the Recipient has been advised by its internal counsel or other reputable external legal counsel 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 reasonable efforts to ensure that such Confidential Information is treated confidentially by each Person to whom it is disclosed.

Permitted Disclosures. (a) Notwithstanding the limitations set forth in section 3 Section 1 above: (i) the Recipient may disclose Confidential Information of the Provider if and to the extent that the Provider consents in writing to the Recipient’s disclosure thereof; (ii) subject to section 5(bSection 4(b) below, the Recipient may disclose Confidential Information of the Provider to any Representative of the Recipient, but only to the extent such Representative: 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; , and (B) has been informed provided with a copy of the obligations set forth in this Agreement and has agreed to abide and be bound by the provisions hereofhereof or is otherwise bound by confidentiality obligations at least as restrictive as those contained in this Agreement; and (iii) subject to section 5(cSection 4(c) below, the Recipient may disclose Confidential Information of the Provider to the extent required by applicable law or governmental regulation or by subpoena or other valid legal process. (b) If prior to disclosing certain specific Confidential Information, the Provider delivers to the Recipient a written notice stating that the certain Confidential Information of the Provider may be disclosed only to specified Representatives of the Recipient, then, notwithstanding anything to the contrary contained in section 5(a)(iiSection 4(a)(ii) above, the Recipient shall not thereafter disclose or permit the disclosure of any of such Confidential Information to any other Representative of the Recipient. (c) If the Recipient or any of the Recipient’s Representatives is required by applicable 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 Representatives will use reasonable efforts to reasonably cooperate with the Provider and the Provider’s Representatives in any attempt by the Provider to obtain any such protective order or other 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, and if the Recipient has been advised by its internal counsel or other reputable external legal counsel 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 reasonable best efforts to ensure that such Confidential Information is treated confidentially by each Person to whom it is disclosed.

Permitted Disclosures. (a) Notwithstanding the limitations set forth in section 3 Section 1 above: (i) the Recipient (and, if applicable, its Representatives) may disclose Confidential Information of the Provider if and to the extent that the Provider consents in writing to the Recipient’s (or, if applicable, any of its Representative’s) disclosure thereof;; and (ii) subject to section 5(b) below, the Recipient may disclose Confidential Information of the Provider to any Representative of the Recipient, but only to the extent 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; 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(cSection 4(b) below, the Recipient may disclose Confidential Information of the Provider to the extent required by applicable law or governmental regulation or regulation, by subpoena subpoena, interrogatory or other valid legal processprocess or by a listing agreement with a securities exchange. (b) If the Provider delivers to the Recipient a written notice stating that certain Confidential Information of the Provider may be disclosed only to specified Representatives of the Recipient, then, notwithstanding anything to the contrary contained in section 5(a)(ii) above, the Recipient shall not thereafter disclose or permit the disclosure of any of such Confidential Information to any other Representative of the Recipient. (c) If the Recipient or any of the Recipient’s Representatives is required by applicable law or governmental regulation or regulation, by subpoena 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, then to the extent legally permitted and commercially practicable the Recipient will promptly provide notify the Provider with written notice of the applicable law, regulation or process thereof so that the Provider may may, in the Provider’s discretion and at its sole cost and expense, seek a protective order or other appropriate remedyremedy to prevent, limit or delay such disclosure or the nature and scope thereof. The Recipient and its Representatives will use reasonable efforts to reasonably cooperate with the Provider and the Provider’s Representatives Representatives, at the Provider’s sole cost and expense, in any attempt by the Provider to obtain any such protective order or other remedy, except to the extent that such efforts involve litigation against the Recipient or any of its Representatives. 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 disclose Confidential Information of the Provider, and if Provider within the time period within which Recipient has been advised by or any of its internal counsel or other reputable external legal counsel confirming that the disclosure of Representatives is required to disclose any such Confidential Information is legally requiredInformation, then the Recipient or any of its Representatives may disclose such Confidential Information to the extent legally so required; provided, however, that that, to the extent commercially practicable, the Recipient and its Representatives will use their commercially reasonable efforts to ensure that such Confidential Information is treated confidentially by each Person to whom it is disclosed.

Permitted Disclosures. (a) Notwithstanding the limitations set forth in section 3 abovethis Agreement: (i) the Recipient (and, if applicable, any of its Representatives) may disclose Confidential Information of the Provider if and to the extent that the Provider consents in writing to the Recipient’s (or, if applicable, any of its Representative’s) disclosure thereof; (ii) subject to section 5(bSection 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 such Representative: Representative (A) needs to know such Confidential Information for the purpose of helping the Recipient evaluate evaluate, negotiate or negotiate a possible negotiated transaction between consummate the Parties; Transaction, and (B) has been informed of the obligations set forth in this Agreement and has agreed directed to abide and be bound by the provisions hereofhereof or is otherwise bound by confidentiality obligations at least as restrictive as those contained in this Agreement; and (iii) subject to section 5(cSection 4(c) below, the Recipient (and, if applicable, any of its Representatives) may disclose Confidential Information of the Provider to the extent required by applicable law or law, rule, governmental regulation (including in connection with any legal, regulatory, judicial or administrative process or any audit or inquiry by subpoena a regulator, bank examiner or other valid legal processauditor), self-regulating organization or pursuant to mandatory professional ethics rules (collectively, “Law”). (b) If the Provider delivers prior to providing certain Confidential Information to the Recipient a written notice stating (and, if applicable, its Representatives), the Provider and Recipient agree in writing that certain 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 5(a)(iiSection 4(a)(ii) above, the Recipient (and, if applicable, such specified Representatives) shall not thereafter disclose or permit the disclosure of any of such Confidential Information to any other Representative of the Recipient. (c) If the Recipient or any of the Recipient’s Representatives is required by applicable law or governmental regulation or by subpoena or other valid legal process Law to disclose any of the Provider’s Confidential Information to any Person, then the Recipient will use commercially reasonable efforts to promptly provide the Provider with written notice of the applicable law, regulation or process thereof so that the Provider may (at its sole cost and expense) seek a protective order or other appropriate remedy. The Recipient and its Representatives will use reasonable efforts to reasonably cooperate with the Provider and the Provider’s Representatives in any attempt by the Provider to obtain any such protective order or other remedyremedy (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 has been advised by its internal counsel or other reputable external legal 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 ensure that such Confidential Information is treated confidentially by each Person to whom it is disclosed.

Permitted Disclosures. (a) Notwithstanding the limitations set forth in section 3 1 above: (i) the Recipient may disclose Confidential Information of the Provider if and to the extent that the Provider consents in writing to the Recipient’s disclosure thereof; (ii) subject to section 5(b4(b) below, the Recipient may disclose Confidential Information of the Provider to any Representative of the Recipient, but only to the extent such Representative: Representative (A) reasonably needs to know such Confidential Information for the purpose of helping the Recipient consider, evaluate or negotiate a possible negotiated transaction between the Parties; , and (B) has been informed provided with a copy of the obligations set forth in this Agreement and Agreement, has agreed been instructed to abide and be bound by the provisions hereofhereof and is under an obligation to maintain the confidentiality of such Confidential Information; and (iii) subject to section 5(c4(c) below, the Recipient may disclose Confidential Information of the Provider to the extent required by applicable law or governmental regulation or by subpoena or other valid legal process. (b) If the Provider delivers to the Recipient a written notice stating that certain Confidential Information of the Provider may be disclosed only to specified Representatives of the Recipient, then, notwithstanding anything to the contrary contained in section 5(a)(ii4(a)(ii) above, the Recipient shall not thereafter disclose or permit the disclosure of any of such Confidential Information to any other Representative of the Recipient. (c) If Notwithstanding the limitations set forth in section 1 above, if the Recipient or any of the Recipient’s Representatives is required by applicable law or governmental or other 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 immediately 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 Representatives will use reasonable efforts to cooperate fully with the Provider and the Provider’s Representatives in any attempt by the Provider to obtain any such protective order or other 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, and if the Recipient has been advised by its internal counsel or other reputable external legal counsel 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 reasonable efforts to ensure that such Confidential Information is treated confidentially by each Person to whom it is disclosed.

Permitted Disclosures. In addition to the exceptions contained in Sections 9.2 (aNon-Disclosure and Non-Use Obligation) Notwithstanding and 9.4 (Exemptions), the limitations set forth in section 3 above: (i) the Recipient Receiving Party may disclose Confidential Information of the Provider if and Disclosing Party to the extent that the Provider consents in writing (and solely to the Recipient’s extent) that such disclosure thereofis reasonably necessary in the following instances: (a) the 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 Degrader or Product; (ii) subject to section 5(b) below, the Recipient may disclose Confidential Information 9.5.2 disclosure of the Provider existence and applicable terms of this Agreement and the status and results of Exploitation of one or more Degraders or Products to actual or bona fide potential investors, acquirors, Sublicensees, lenders, and other financial or commercial partners (including in connection with any Representative of the Recipientroyalty factoring transaction), but only to the extent such Representative: (A) needs to know such Confidential Information and their respective attorneys, accountants, banks, investors, and advisors, solely for the purpose of helping evaluating or carrying out an actual or potential investment, acquisition, sublicense, debt transaction, or collaboration; provided that, in each such case, on the Recipient evaluate condition that such Persons are bound by obligations of confidentiality, non-disclosure, and non-use provisions at least as restrictive or negotiate a possible negotiated transaction between the Parties; and (B) has been informed protective of the obligations Parties as those set forth in this Agreement or otherwise customary for such type and has agreed scope of disclosure any such disclosure is limited to abide 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 be bound Exchange Commission or equivalent foreign agency or regulatory body, or otherwise required by the provisions hereof; and (iii) subject to section 5(c) belowjudicial or administrative process, the Recipient may disclose Confidential Information of the Provider 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 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 the other Party’s review and comment. The non-disclosing Party will provide any comments as soon as practicable, and the disclosing Party will consider in good faith any timely comments provided by applicable law the non-disclosing Party; provided that the disclosing Party may or governmental regulation may not accept such comments in its sole discretion. Confidential Information that is disclosed in order to comply with Applicable Law or by subpoena judicial or other valid legal process. (b) If the Provider delivers administrative process pursuant to this Section 9.5.3, in each case, will remain otherwise subject to the Recipient a written notice stating that certain Confidential Information confidentiality and non-use provisions of the Provider may be disclosed only to specified Representatives of the Recipient, then, notwithstanding anything this Article 9 (Confidentiality) with respect to the contrary contained in section 5(a)(ii) aboveParty 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 Recipient shall not thereafter disclose extent permitted by Applicable Law or permit Governmental Authority), to ensure the disclosure of any continued confidential treatment of such Confidential Information to any Information, and each Party will be responsible for its own legal and other Representative of the Recipient. (c) If the Recipient or any of the Recipient’s Representatives is required by applicable 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 Representatives will use 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 other remedy. If the Provider elects not to seek, or is unsuccessful in obtaining, any such protective order or other remedy external costs in connection with any requirement that such filing or disclosure pursuant to this Section 9.5.3; 9.5.4 to prosecute or defend litigation so long as there is [***] prior written notice given by the Recipient disclose Confidential Information of the ProviderReceiving Party before filing, and if to enforce Patent Rights in connection with the Recipient has been advised by Receiving Party’s rights and obligations pursuant to this Agreement; and 9.5.5 to allow the Receiving Party to exercise its internal counsel or other reputable external legal counsel confirming that the disclosure of such Confidential Information is legally requiredrights and perform its obligations hereunder, 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 ensure provided that such Confidential Information disclosure is treated confidentially covered by each Person to whom it is disclosedterms of confidentiality and non-use at least as restrictive as those set forth herein.

Permitted Disclosures. (a) Notwithstanding the limitations set forth in section 3 1 above: (i) the Recipient may disclose Confidential Information of the Provider if and to the extent that the Provider Company consents in writing to the Recipient’s 's disclosure thereof; (ii) subject to section 5(b4(b) below, the Recipient may disclose Confidential Information of the Provider to any Representative of the Recipient, but only to the extent such Representative: 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; Recipient and the Company, and (B) has been informed provided with a copy of the obligations set forth in this Agreement letter agreement and has agreed to abide and be bound by the provisions hereof; and (iii) subject to section 5(c4(c) below, the Recipient may disclose Confidential Information of the Provider to the extent required by applicable law or governmental regulation or by subpoena or other valid legal process. (b) If the Provider Company delivers to the Recipient a written notice stating that certain Confidential Information of the Provider may be disclosed only to specified Representatives of the Recipient, then, notwithstanding anything to the contrary contained in section 5(a)(ii4(a)(ii) above, the Recipient shall not thereafter disclose or permit the disclosure of any of such Confidential Information to any other Representative of the Recipient. (c) If the Recipient or any of the Recipient’s 's Representatives is required by applicable law or governmental regulation or by subpoena or other valid legal process to disclose any of the Provider’s Confidential Information (including the terms and existence of this 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 Company) to any Person, then the Recipient will promptly immediately provide the Provider Company with written notice of the applicable law, regulation or process so that the Provider Company may seek a protective order or other appropriate remedy. The Recipient and its Representatives will use reasonable efforts to cooperate fully with the Provider Company and the Provider’s Company's Representatives in any attempt by the Provider Company to obtain any such protective order or other remedy. If the Provider 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 of the ProviderInformation, and if the Recipient has been advised by its internal counsel or other furnishes the Company with a written opinion of reputable external legal counsel acceptable to the 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 reasonable best efforts to ensure that such Confidential Information is treated confidentially by each Person to whom it is disclosed.

Permitted Disclosures. (a) Notwithstanding the limitations set forth in section 3 Section 1 above: (i) : the Recipient (and, if applicable, its Representatives) may disclose Confidential Information of the Provider if and to the extent that the Provider consents in writing to the Recipient’s (or, if applicable, any of its Representative’s) disclosure thereof; (ii) ; subject to section 5(b) belowSection 2 and Section 4(b), the Recipient (and, if applicable, its Representatives) may disclose Confidential Information of the Provider to any Representative of the Recipient, but only to the extent such Representative: Representative (A) reasonably needs to know such Confidential Information for the purpose of helping the Recipient evaluate or consider, evaluate, negotiate and/or consummate a possible negotiated transaction between the Parties; Transaction, and (B) has been informed of the obligations set forth in this Agreement directed to, and has agreed to to, abide and be bound by the provisions hereofof this Agreement expressly applicable to Representatives; and (iii) and subject to section 5(cSection 4(c) below, the Recipient (and, if applicable, its Representatives) may disclose Confidential Information of the Provider to the extent required by applicable law any law, rule, or governmental regulation regulation, including in connection with any legal, regulatory, judicial, or by subpoena administrative process (including any deposition, interrogatory, oral questioning, information or document request, subpoena, court order, regulatory filing, civil investigative demand or other valid legal 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 Provider delivers to the Recipient a written notice stating that certain such Confidential Information of the Provider may be disclosed only to specified Representatives of the RecipientRecipient (e.g. outside counsel only), then, notwithstanding anything to the contrary contained in section 5(a)(iiSection 4(a)(ii) above, the Recipient shall (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) If Notwithstanding the provisions of Section 4(a)(iii), if the Recipient or any of the Recipient’s Representatives is requested or required by applicable law or governmental regulation or by subpoena or other valid legal process Law to disclose any of the Provider’s Confidential Information to any Person, then the Recipient will, and will promptly direct its Representatives to, as soon as reasonably practicable, provide the Provider with written notice (email being sufficient) of the applicable law, regulation request or process requirement so that the Provider may seek seek, at its sole expense, a protective order or other appropriate remedyremedy 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 regulatory, governmental or supervisory authority in the course of a routine, ordinary course examination of Recipient’s or its Representatives’ books and records by such authority, or in response to any request by such authority that is not targeted at the Confidential Information, Provider or the Transaction. The Recipient will, and will direct its Representatives will use reasonable efforts to to, reasonably cooperate with the Provider and the Provider’s Representatives Representatives, at the Provider’s sole expense, in any reasonable attempt by the Provider to obtain any such protective order or other remedy, except to the extent that such efforts involve litigation against the Recipient or any of its Representatives. If In the Provider elects not to seek, or is unsuccessful in obtaining, any absence of such protective order or other remedy in connection with any request or requirement that the Recipient or any of its Representatives, as applicable and as required by Law, disclose Confidential Information of the Provider, and if the Recipient has been advised by its internal counsel or other reputable external such Representative receives advice from legal counsel confirming that the disclosure of such Confidential Information is legally requiredrequired by Law, then the Recipient or any such Representatives, as applicable and as required by Law, may disclose such Confidential Information solely to the extent legally requiredrequired by Law; provided, however, that the Recipient and its Representatives will use their reasonably cooperate with the Provider’s reasonable efforts efforts, at the Provider’s sole expense, to ensure that such Confidential Information is treated confidentially by each Person to whom it is disclosed.

Permitted Disclosures. (a) Notwithstanding the limitations set forth in section 3 1 above: (i) the Recipient may disclose Confidential Information of the Provider if and to the extent that the Provider Company consents in writing to the Recipient’s disclosure thereof; (ii) subject to section 5(b4(b) below, the Recipient may disclose Confidential Information of the Provider to any Representative of the Recipient, but only to the extent such Representative: 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; Recipient and the Company, and (B) has been informed provided with a copy of the obligations set forth in this Agreement letter agreement and has agreed to abide and be bound by the provisions hereof; and (iii) subject to section 5(c4(c) below, the Recipient may disclose Confidential Information of the Provider to the extent required by applicable law or governmental regulation or by subpoena or other valid legal process. (b) If the Provider Company delivers to the Recipient a written notice stating that certain Confidential Information of the Provider may be disclosed only to specified Representatives of the Recipient, then, notwithstanding anything to the contrary contained in section 5(a)(ii4(a)(ii) above, the Recipient shall not thereafter disclose or permit the disclosure of any of such Confidential Information to any other Representative of the Recipient. (c) If the Recipient or any of the Recipient’s Representatives is required by applicable 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 immediately provide the Provider Company with written notice of the applicable law, regulation or process so that the Provider Company may seek a protective order or other appropriate remedy. The Recipient and its Representatives will use reasonable efforts to cooperate fully with the Provider Company and the ProviderCompany’s Representatives in any attempt by the Provider Company to obtain any such protective order or other remedy. If the Provider 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 of the ProviderInformation, and if the Recipient has been advised by its internal counsel or other furnishes the Company with a written opinion of reputable external legal counsel acceptable to the 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 reasonable best efforts to ensure that such Confidential Information is treated confidentially by each Person to whom it is disclosed.

Permitted Disclosures. (a) Notwithstanding the limitations set forth in section 3 above: (i) the Recipient may disclose Confidential Information of the Provider if and to the extent that the Provider consents in writing to the Recipient’s disclosure thereof; (ii) subject to section 5(b) below, the Recipient may disclose Confidential Information of the Provider to any Representative of the Recipient, but only to the extent 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; 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, the Recipient may disclose Confidential Information of the Provider to the extent required by applicable law or governmental regulation or by subpoena or other valid legal process. (b) If the Provider delivers to the Recipient a written notice stating that certain Confidential Information of the Provider may be disclosed only to specified Representatives of the Recipient, then, notwithstanding anything to the contrary contained in section 5(a)(ii) above, the Recipient shall not thereafter disclose or permit the disclosure of any of such Confidential Information to any other Representative of the Recipient. (c) If the Recipient or any of the Recipient’s Representatives is required by applicable 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 Representatives will use 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 other 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, and if the Recipient has been advised by its internal counsel or other reputable external legal counsel 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 reasonable efforts to ensure that such Confidential Information is treated confidentially by each Person to whom it is disclosed.disclose

Permitted Disclosures. Notwithstanding any other provision of this Agreement, Recipient’s disclosure of the Discloser’s Confidential Information shall not be prohibited if such disclosure: (a) Notwithstanding is required by any Applicable Law, including as may be required in connection with any filings made with, or by the limitations disclosure policies of 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 section 3 above: (iadditional detail below) provided that Recipient seeking to disclose the Recipient may disclose Confidential Information of the Provider if other Party uses all reasonable efforts to inform the other Party prior to making any such disclosures and to cooperate with the extent that the Provider consents other Party in writing to the Recipient’s disclosure thereof; (ii) subject to section 5(b) below, the Recipient may disclose Confidential Information of the Provider to any Representative of the Recipient, but only to the extent 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; 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, the Recipient may disclose Confidential Information of the Provider to the extent required by applicable law or governmental regulation or by subpoena or other valid legal process. (b) If the Provider delivers to the Recipient a written notice stating that certain Confidential Information of the Provider may be disclosed only to specified Representatives of the Recipient, then, notwithstanding anything to the contrary contained in section 5(a)(ii) above, the Recipient shall not thereafter disclose or permit the disclosure of any of such Confidential Information to any other Representative of the Recipient. (c) If the Recipient or any of the Recipient’s Representatives is required by applicable 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 seeking a protective order or other appropriate remedyremedy (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 Agreement, or (c) is to patent offices in order to seek or obtain Patent Rights as contemplated by this Agreement or to Governmental Authorities including Regulatory Authorities in order to seek or obtain approval to Develop, Manufacture, and Commercialize the Licensed Product as contemplated by this Agreement, including to conduct clinical trials or to gain Regulatory Approval with respect to the Licensed Products; provided that such disclosure may be made only to the extent reasonably necessary to 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. The 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 its Representatives will use reasonable efforts to cooperate with the Provider secure confidential treatment of such information and the Provider’s Representatives in any attempt by the Provider to obtain any such protective order or other 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 will only disclose that the Recipient disclose portion of Confidential Information of the Provider, and if the Recipient has been that is legally required to be disclosed as advised by its internal counsel 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 reputable external legal counsel confirming 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 disclosure 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 Confidential Information is legally requiredfiling, then each Party will permit the Recipient may disclose other Party to review and comment upon such Confidential Information 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 legally required; providedpracticable before any filing deadline, however(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 that must publicly filed in the applicable country, that (B) promptly provide to the Recipient other Party any correspondence from or other communications with such Governmental Authority, (C) upon written request of the other Party, request an appropriate extension of the term of the confidential treatment period, where available, and its Representatives will (D) if such Governmental Authority requests any changes to the redactions set forth in the filed redacted copy, use their reasonable efforts to ensure that support the redactions in the redacted agreement as originally filed and, to the extent reasonably practicable, not agree to any changes to the redactions without first discussing such Confidential Information is treated confidentially by each Person changes with the other Party and taking the other Party’s comments into consideration when deciding whether to whom it is disclosedagree to such changes.

Permitted Disclosures. (a) Notwithstanding the limitations set forth in section 3 1 above: (i) the Recipient may disclose Confidential Information of the Provider if and to the extent that the Provider Company consents in writing to the Recipient’s disclosure thereof; (ii) subject to section 5(b) below4(a)(iii), the Recipient may disclose Confidential Information of the Provider to any Representative of the Recipient, but only to the extent such Representative: Representative (A) needs to know such Confidential Information for the purpose of helping the Recipient evaluate the Offer or evaluate or negotiate a possible negotiated transaction between the Parties; Recipient and the Company, and (B) has been informed of the obligations set forth in this Agreement and has agreed to abide and be bound by the provisions hereofhereof (including in the case of Representatives that are financing sources that have entered into a separate Cypress Bioscience, Inc. Page 3 confidentiality agreement with the Company) or is otherwise bound by confidentiality obligations at least as restrictive as those contained in this letter agreement; and (iii) subject to section 5(c) below, the Recipient may disclose Confidential Information of the Provider to the extent required by applicable law or governmental regulation or by subpoena or other valid legal process. (b) If the Provider Company delivers to the Recipient a written notice stating that certain specific Confidential Information of the Provider (such as competitively sensitive information) may be disclosed only to specified Representatives of the Recipient, then, notwithstanding anything to the contrary contained in section 5(a)(iiSection 4(a)(ii) above, the Recipient shall not thereafter disclose or permit the disclosure of any of such Confidential Information to any other Representative of the Recipient. (cb) If the Recipient or any of the Recipient’s Representatives is required by applicable 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 then, to the extent legally permissible, the Recipient will promptly provide the Provider Company with written notice of the applicable law, regulation subpoena or process so that the Provider Company may seek a protective order or other appropriate remedy, at the Company’s sole expense, or waive compliance with the provisions of this letter agreement. The Recipient and its Representatives will use reasonable efforts to reasonably cooperate with the Provider Company and the ProviderCompany’s Representatives Representatives, at the Company’s sole expense, in any attempt by the Provider Company to obtain any such protective order or other remedy. If the Provider 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 Information, or if it so directs the Recipient, the Recipient or its Representatives, as the case may be, may furnish only that portion of the Provider, and if Confidential Information which the Recipient has been advised by or its internal counsel or other reputable external legal counsel confirming Representatives, as the case may be, is legally required to furnish and shall exercise reasonable best efforts to obtain assurance that the disclosure of confidential treatment shall be accorded such Confidential Information. If the Recipient believes that it is required under the Securities Exchange Act of 1934, as amended, or the rules and regulations promulgated thereunder (“Exchange Act”) to disclose any Confidential Information is legally requiredin a filing with the SEC in order to consummate the Offer, then the Recipient may disclose such will provide the Company with written notice of the applicable Exchange Act requirement, the specific Confidential Information to be disclosed and a draft of the proposed disclosure reasonably in advance of the proposed filing with the SEC to enable the Company and its representatives to adequately review the filing and either object to all or a portion of the filing or provide comments on the proposed disclosure. If the Company, on advice of counsel, objects to all or a portion of the proposed disclosure on the grounds that the disclosure is not required to be made under the Exchange Act in order to consummate the Offer (including, without limitation, because the conditions to the consummation of the Offer cannot be reasonably expected to be satisfied by the scheduled expiration date so that such disclosure could be made, if required, at a future date), then the Recipient will limit its disclosure to the extent legally required; providedof such objection. If the Company comments on the disclosure, however, that then the Recipient and its Representatives will use their reasonable efforts to ensure that reasonably take into account all such Confidential Information is treated confidentially by each Person to whom it is disclosedcomments.

Permitted Disclosures. In the event that Purchaser or any of its Permitted Recipients are requested by a governmental or regulatory authority or required by applicable Law, regulation or legal process (aincluding the regulations of a stock exchange or governmental or regulatory authority or the order or ruling of a court, administrative agency or other government or regulatory body of competent jurisdiction) Notwithstanding the limitations set forth in section 3 above: (i) the Recipient may to disclose any Confidential Information of the Provider if and Information, Purchaser shall promptly, to the extent that the Provider consents permitted by Law, notify Seller in writing to the Recipient’s disclosure thereof; (ii) subject to section 5(b) below, the Recipient may disclose Confidential Information of the Provider to any Representative of the Recipient, but only to the extent 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; 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, the Recipient may disclose Confidential Information of the Provider to the extent required by applicable law or governmental regulation or by subpoena or other valid legal process. (b) If the Provider delivers to the Recipient a written notice stating that certain Confidential Information of the Provider may be disclosed only to specified Representatives of the Recipient, then, notwithstanding anything to the contrary contained in section 5(a)(ii) above, the Recipient shall not thereafter disclose or permit the disclosure of any of such Confidential Information to any other Representative of the Recipient. (c) If the Recipient request or any of the Recipient’s Representatives is required by applicable 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 requirement so that the Provider Seller may seek a an appropriate protective order or other appropriate remedy. The Recipient remedy (and its Representatives will use reasonable efforts to cooperate with the Provider and the Provider’s Representatives in any attempt by the Provider to obtain any if Seller seeks such protective an order or other remedy, Purchaser will provide such cooperation, at Seller’s sole expense, as Seller shall reasonably request). If the Provider elects not to seek, or is unsuccessful in obtaining, any no such protective order or other remedy is obtained and Purchaser or any of its Permitted Recipients are, in the view of their respective counsel (which may include their respective internal counsel), legally compelled to disclose Confidential Information, Purchaser or its Permitted Recipients, as the case may be, shall only disclose that portion of the Confidential Information that their respective counsel advises that Purchaser or its Permitted Recipients, as the case may be, are compelled to disclose and will exercise commercially reasonable efforts, at Seller’s sole expense, to obtain reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information that is being disclosed. In any event, Purchaser will not oppose action by Seller to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information. Notwithstanding the foregoing, notice to Seller shall not be required where disclosure is made (i) in response to a request by a governmental or regulatory authority having competent jurisdiction over Purchaser or its Permitted Recipients, as the case may be, or (ii) in connection with any requirement that a routine examination by a regulatory examiner, where in each case, such request or examination does not expressly reference Seller, its Affiliates, the Recipient disclose Confidential Information of the Provider, and if the Recipient has been advised by its internal counsel Receivables or other reputable external legal counsel 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 reasonable efforts to ensure that such Confidential Information is treated confidentially by each Person to whom it is disclosedthis Agreement.

Permitted Disclosures. (a) Notwithstanding the limitations set forth in section 3 Section 1 above: (i) the Recipient may disclose Confidential Information of the Provider if and to the extent that the Provider consents in writing to the Recipient’s disclosure thereof; (ii) subject to section 5(bSection 3(b) below, the Recipient may disclose Confidential Information of the Provider to any Representative of the Recipient, but only to the extent such Representative: 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; , and (B) has been informed provided with a copy of the obligations set forth in this Agreement and has agreed to abide and be bound by the provisions hereofhereof or is otherwise bound by confidentiality obligations at least as restrictive as those contained in this Agreement; and (iii) subject to section 5(cSection 3(c) below, the Recipient may disclose Confidential Information of the Provider to the extent required by applicable law or governmental regulation or by subpoena or other valid legal process. (b) If prior to providing certain Confidential Information to the Recipient, the Provider delivers to the Recipient a written notice stating that certain 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 5(a)(iiSection 3(a)(ii) above, the Recipient shall not thereafter disclose or permit the disclosure of any of such Confidential Information to any other Representative of the Recipient. (c) If the Recipient or any of the Recipient’s Representatives is required by applicable 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 will, to the extent practicable under the circumstances (and unless prohibited by applicable law or regulation), 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 Representatives will use reasonable efforts to cooperate fully with the Provider and the Provider’s Representatives in any attempt by the Provider to obtain any such protective order or other 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, and if the Recipient has been advised by its internal counsel or other furnishes the Provider with a written advice of reputable external legal counsel 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 reasonable best efforts to ensure that such Confidential Information is treated confidentially by each Person to whom it is disclosed.

Permitted Disclosures. A Party or its Representatives (athe “Disclosing Person”) Notwithstanding the limitations set forth in section 3 above: (i) the Recipient may disclose Confidential Information of the Provider if and to the extent that the Provider consents in writing to the Recipient’s disclosure thereof; (ii) subject to section 5(b) below, the Recipient may disclose Confidential Information of the Provider to any Representative of the Recipient, but only to the extent 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; 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, the Recipient may disclose Confidential Information of the Provider to the extent required by applicable law or governmental regulation or by subpoena order of any court of competent jurisdiction or otherwise requested by any other competent judicial, governmental, regulatory, taxation, supervisory or other valid legal process.similar body (including any relevant stock exchange), provided that: (a) the Disclosing Person shall (to the extent legally permissible) notify Ferroglobe as soon as is reasonably practicable so that Ferroglobe may seek appropriate means to prevent or minimise disclosure or waive compliance with the provisions of this Agreement (and the Disclosing Person shall use its reasonable endeavours to co-operate and take such steps as may reasonably and legally be required for that purpose), provided that no notice shall be necessary where disclosure is made in the ordinary course of that Disclosing Person’s supervisory or regulatory function or in connection with a routine audit or examination by a bank examiner or auditor and that audit or examination does not reference any Ferroglobe Party or the Group or this Agreement; (b) If the Provider delivers disclosure shall (to the Recipient a written notice stating that certain Confidential Information extent legally permissible and reasonably practicable) only be made after notification pursuant to Clause 11.2(a) and consultation and after taking into account the reasonable requirements of Ferroglobe regarding the Provider may be disclosed only to specified Representatives timing, content and manner of the Recipient, then, notwithstanding anything to the contrary contained in section 5(a)(ii) above, the Recipient shall not thereafter disclose or permit the disclosure of any of such Confidential Information to any other Representative of the Recipient.its making; (c) If the Recipient or any of the Recipient’s Representatives is required by applicable 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 Disclosing Person may seek a protective order or other appropriate remedy. The Recipient and its Representatives will use 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 other 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 only disclose Confidential Information that is specifically required or requested to be disclosed and any disclosure of any Confidential Information shall be limited to be extent necessary (as determined by the Provider, Disclosing Person in good faith and if the Recipient acting reasonably) in order to comply with any relevant requirement or request; (d) after disclosure has been advised by its internal counsel or other reputable external legal counsel confirming that made, the disclosure of such Confidential Information is legally required, then the Recipient may disclose such Confidential Information Disclosing Person shall (to the extent legally requiredpermissible and if not previously notified to Ferroglobe under Clause 11.2(a)) notify Ferroglobe (as soon as reasonably practicable) of the circumstances, timing, content and manner of disclosure; provided, however, that the Recipient and its Representatives will use their reasonable efforts to ensure that such Confidential Information is treated confidentially by each Person to whom it is disclosed.and

Permitted Disclosures. (a) Notwithstanding the limitations set forth in section 3 Section 1 above: (i) the Recipient may disclose Confidential Information of the Provider if and to the extent that the Provider Discloser consents in writing to the Recipient’s disclosure thereof; (ii) subject to section 5(bSection 4(b) below, the Recipient may disclose Confidential Information of the Provider to any Representative of the Recipient, but only to the extent such Representative: Representative (A) needs to know such Confidential Information for the purpose of helping the Recipient evaluate or negotiate a possible negotiated transaction between LabCorp and the Parties; Company, and (B) has been informed provided with a copy of the obligations set forth in this Agreement letter agreement and has agreed to abide and be bound by the provisions hereof; and (iii) subject to section 5(cSection 4(c) below, the Recipient may disclose Confidential Information of the Provider to the extent required by applicable law or governmental regulation or by subpoena or other valid legal process. (b) If the Provider Discloser delivers to the Recipient a written notice stating that certain Confidential Information of the Provider may be disclosed only to specified Representatives of the Recipient, then, notwithstanding anything to the contrary contained in section 5(a)(iiSection 4(a)(ii) above, the Recipient shall not thereafter disclose or permit the disclosure of any of such Confidential Information to any other Representative of the Recipient. (c) If the Recipient or any of the Recipient’s Representatives is required by applicable 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 immediately provide the Provider Discloser with written notice of the applicable law, regulation or process so that the Provider Discloser may seek a protective order or other appropriate remedy. The Recipient and its Representatives will use reasonable efforts to cooperate fully with the Provider Discloser and the ProviderDiscloser’s Representatives in any attempt by the Provider Discloser to obtain any such protective order or other remedy. If the Provider Discloser 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, and if the Recipient has been advised by its internal counsel or other reputable external legal counsel confirming that the disclosure of such Confidential Information is legally requiredInformation, 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 best efforts to ensure that such Confidential Information is treated confidentially by each Person to whom it is disclosed.

Permitted Disclosures. (ai) Notwithstanding the limitations set forth in section 3 above: (i) the Recipient may disclose Confidential Information of the Provider if and to the extent that the Provider consents in writing to the Recipient’s disclosure thereof; (ii) subject to section 5(b) belowforegoing, the Recipient may disclose Confidential Information of the Provider New Director may, if he wishes to any Representative of the Recipientdo so, but only to the extent 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; 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, the Recipient may disclose Confidential Information of the Provider to the extent required by applicable law or governmental regulation or by subpoena or other valid legal process. (b) If the Provider delivers to the Recipient a written notice stating that certain Confidential Information of the Provider may be disclosed only to specified Representatives of the Recipient, then, notwithstanding anything to the contrary contained in section 5(a)(ii) above, the Recipient shall not thereafter disclose or permit the disclosure of any of such provide Confidential Information to any other Representative of the Recipient. (c) If the Recipient Investor Party or Affiliate thereof or any of the Recipient’s Representatives is required by applicable law its 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 Representatives will use 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 other remedy. If the Provider elects not to seektheir respective Representatives, or is unsuccessful in obtaining, any to the Investor Parties’ and their Affiliates’ investment professionals who need to know such protective order or other remedy information in connection with any requirement that the Recipient disclose Confidential Information of Investor Parties’ and their Affiliates’ investments in the ProviderCompany (collectively, and if the Recipient has been advised by its internal counsel or other reputable external legal counsel confirming that the disclosure of such Confidential Information is legally required, then the Recipient may disclose such Confidential Information to the extent legally required“Approved Investment Professionals”); provided, however, that the Recipient Investor Parties shall (A) inform each Approved Investment Professional of the confidential nature of the Confidential Information and (B) cause each Approved Investment Professional not to disclose any Confidential Information to any Person other than to Approved Investment Professionals in accordance with this Section 3 and not to use any Confidential Information other than in connection with evaluating or monitoring the Investor Parties’ and their Affiliates’ investments in the Company (excluding any potential Extraordinary Transactions proposed by the Investor Parties or their Affiliates during or after the Cooperation Period). The Investor Parties shall be jointly and severally responsible for any breach of this Section 3 by an Approved Investment Professional or any of their Affiliates or Representatives who receive Confidential Information from the New Director hereunder. (ii) If the Investor Parties or any Approved Investment Professional 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 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 appropriate remedy, or an appropriate assurance that confidential treatment will be afforded to its Representatives will use 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 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 reasonable efforts 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 ensure the securities of the Company 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. (iii) Each Investor Party hereby acknowledges that it is aware, and shall advise each of the Approved Investment Professionals who are informed as to the matters that are the subject of this Agreement, that (A) the Confidential Information being furnished to the Approved Investment Professionals 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, “▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 foreseeable that such Confidential Information Person is treated confidentially by likely to purchase or sell such securities. During the Cooperation Period, the Company shall provide the Investor Parties with at least two Business Days’ advance written notice of each Person opening and expiration of each blackout period, and the Investor Parties shall not purchase or sell, directly or indirectly, any securities of the Company during any blackout periods applicable to whom it is disclosedall directors under the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy, as amended from time to time.

Permitted Disclosures. Clause 17.1 does not apply to a disclosure or use of information if: (a) Notwithstanding the limitations set forth in section 3 above: (i) disclosure or use is made by the Recipient may disclose Confidential Information directors, officers or employees of the Provider if and to group or as may be required for the extent operation of the business of the group (provided that the Provider consents specific terms of this Framework Agreement shall not be disclosed) or in writing to connection with the Recipient’s disclosure thereof; (ii) subject to section 5(b) belowinvestment contemplated by this Framework Agreement, and provided that it is done on a confidential basis and in accordance with the Recipient may disclose Confidential Information terms of the Provider to any Representative of the Recipient, but only to the extent 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; 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, the Recipient may disclose Confidential Information of the Provider to the extent required by applicable law or governmental regulation or by subpoena or other valid legal process.Shareholders’ Agreement; (b) If the Provider delivers to the Recipient a written notice stating that certain Confidential Information of the Provider may be disclosed only to specified Representatives of the Recipient, then, notwithstanding anything to the contrary contained in section 5(a)(ii) aboveherein, the Recipient disclosing Party and its representatives shall not thereafter be permitted to disclose information relating to the negotiation, existence or permit the disclosure of any of such Confidential Information to any other Representative provisions of the Recipient.Framework Agreement without notice to the other Party or Parties where such disclosure is made in connection with a routine regulatory examination and requested by a regulator claiming jurisdiction over the disclosing Party or such representative; (c) If the Recipient disclosure is made to potential funders or any potential investors of a Group Company and their respective advisors, employees, officers, representatives or consultants (provided that the Recipient’s Representatives specific terms of this Framework Agreement shall not be disclosed and it is done on a confidential basis); (d) the disclosure or use is, and to the extent, required by applicable law Law, a court of competent jurisdiction or governmental regulation a competent judicial, governmental, supervisory or regulatory body; (e) the disclosure or use is, and to the extent, required by subpoena a rule of a stock exchange or listing authority on which the shares or other valid legal process to disclose any securities in a member of the Providerdisclosing person’s Confidential Information group are listed or traded; (f) the disclosure or use is, and to any Personthe extent, then required for the Recipient will promptly provide the Provider with written notice purpose of legal proceedings arising out of the applicable law, regulation Framework Agreement or process so that the Provider may seek disclosure is required to be made to a protective order or other appropriate remedy. The Recipient and its Representatives will use 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 other remedy. If the Provider elects not to seek, or is unsuccessful in obtaining, any such protective order or other remedy tax authority in connection with any requirement that the Recipient disclose Confidential Information tax affairs of a member of the Provider, and if the Recipient has been advised by its internal counsel or other reputable external legal counsel confirming that disclosing person’s group; (g) the disclosure of such Confidential Information or use is legally required, then the Recipient may disclose such Confidential Information only to the extent legally requiredthat such information is properly available to the public (otherwise than, directly or indirectly, as a result of a breach of this clause 17); providedor (h) the disclosure is made to a professional adviser of the disclosing person, however, in which case the disclosing person is responsible for ensuring that the Recipient and its Representatives will use their reasonable efforts professional adviser complies with the terms of this clause 17, as if it were a party to ensure that such Confidential Information is treated confidentially by each Person to whom it is disclosedthis Framework Agreement.

Permitted Disclosures. (a) Notwithstanding the limitations set forth in section 3 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 that the Provider consents in writing to the Recipient’s (or, if applicable, any of its Representative’s) disclosure thereof; (ii) subject to section 5(bSection 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 if such Representative: Representative (A) needs access to know such Confidential Information for the purpose of helping assisting the Recipient evaluate in the evaluating, negotiating or negotiate a possible negotiated transaction between consummating the Parties; Transaction, and (B) has been informed provided with a copy of the obligations set forth in this Agreement and has agreed been instructed to abide and be bound by the provisions hereofhereof or is otherwise bound by confidentiality obligations at least as restrictive as those contained in this Agreement; and (iii) subject to section 5(cSection 4(c) below, the Recipient (and, if applicable, any of its Representatives) may disclose Confidential Information of the Provider to the extent required by applicable law or law, rule, governmental regulation (including in connection with any legal, regulatory, judicial or administrative process or any audit or inquiry by subpoena a regulator, bank examiner or other valid legal processauditor), self-regulating organization, pursuant to mandatory professional ethics rules or as required by the rules and regulations of any securities exchange (collectively, “Law”). (b) If prior to providing certain Confidential Information to the Recipient (and, if applicable, its Representatives), the Provider delivers to the Recipient a written notice stating that certain 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 5(a)(iiSection 4(a)(ii) above, the Recipient (and, if applicable, such specified Representatives) shall not thereafter disclose or permit the disclosure of any of such Confidential Information to any other Representative of the Recipient. (c) If the Recipient or any of the Recipient’s Representatives is required by applicable law or governmental regulation or by subpoena or other valid legal process Law to disclose any of the Provider’s Confidential Information to any Person, then the Recipient will promptly will, unless prohibited by applicable Law, within two business days, provide the Provider with written notice of the applicable law, regulation or process Law so that the Provider may seek a at its sole cost and expense an appropriate protective order or other appropriate protective remedy. The Recipient will, and will direct its Representatives will use 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 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, and if the Recipient has been advised by its internal counsel or other reputable external legal 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 requiredrequired by Law; provided, however, that the Recipient and its Representatives will use their commercially reasonable efforts to ensure that such Confidential Information is treated confidentially by each such Person to whom it is disclosed.

Permitted Disclosures. (a) Notwithstanding the limitations set forth in section 3 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 that the Provider consents in writing to the Recipient’s (or, if applicable, any of its Representatives’) disclosure thereof; (ii) subject to section 5(bSection 4(b) belowbelow and compliance with the applicable provisions of Rules 2.1 and 2.2 of Part B of the Irish Takeover Panel Act, 1997, Takeover Rules, 2022 (the “Irish Takeover Rules”), 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 such Representative: Representative (A) needs to know such Confidential Information for the purpose of helping the Recipient evaluate consider, evaluate, negotiate or negotiate a possible negotiated transaction between consummate the Parties; Transaction, and (B) has been informed advised of the obligations set forth in this Agreement confidential nature of the Confidential Information and (x) has agreed to abide and be bound by the provisions hereofhereof or (y) is otherwise bound by confidentiality obligations at least as restrictive as those contained in this Agreement; and (iii) subject to section 5(cSection 4(c) below, the Recipient (and, if applicable, any of its Representatives) may disclose Confidential Information of the Provider to the extent required by or in response to a request under applicable law law, rule, governmental regulation, including the Irish Takeover Rules, self-regulating organization or governmental regulation pursuant to mandatory professional ethics rules and in connection with any legal, regulatory, judicial or administrative process or any audit or inquiry by subpoena a regulator, bank examiner or other valid legal processauditor (collectively, “Law”). (b) If prior to providing certain Confidential Information to the Recipient (and, if applicable, its Representatives), the Provider delivers to the Recipient a written notice stating that certain 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 5(a)(iiSection 4(a)(ii) above, the Recipient (and, if applicable, such specified Representatives) shall not thereafter disclose or permit the disclosure of any of such Confidential Information to any other Representative of the Recipient. (c) If the Recipient or any of the Recipient’s Representatives is required by applicable law or governmental regulation or by subpoena or other valid legal process Law to disclose any of the Provider’s Confidential Information to any Person, then the Recipient will (to the extent reasonably practicable and permitted under Law) promptly provide the Provider with written notice of the applicable law, regulation or process Law so that the Provider may seek a protective order or other appropriate remedy. The Recipient and its Representatives (to the extent reasonably practicable and permitted under Law) will use reasonable efforts to cooperate fully (at the Provider’s expense) with the Provider and the Provider’s Representatives in any attempt by the Provider to obtain any such protective order or other remedy. If the Provider elects not to seek, or is unsuccessful in obtaining, 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 has been advised by its internal counsel or other obtains advice of reputable external legal counsel (including in-house 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 respective commercially reasonable efforts (at the Provider’s expense) to ensure that such Confidential Information is treated confidentially by each Person to whom it is disclosed. This Section 4(c) shall not apply to any disclosure of Confidential Information with respect to (i) the existence of this Agreement, (ii) the fact that discussions or negotiations are or may have taken place, (iii) the price offered in any potential Transaction or (iv) the identities of the Parties, to the extent such disclosure is required by Law (provided, that Counterparty may not take any action prohibited by Section 6 that results in disclosure by Counterparty of such Confidential Information). The Counterparty acknowledges that, under the Irish Takeover Rules, the Company may be required to publicly disclose Confidential Information that identifies the Counterparty, including in the event of press/media rumour or speculation or anomalous Company share price movement while the parties are in talks regarding the Transaction. The Counterparty further acknowledges and agrees that nothing in this Agreement will impose any restriction of a type prohibited by Rule 2.3(c) of Part B of the Irish Takeover Rules or any other provision of the Irish Takeover Rules.

Permitted Disclosures. (a) Notwithstanding the limitations set forth in section 3 above: (i) the Recipient A receiving Party may disclose Confidential Information of the Provider if and disclosing Party to the extent that such disclosure is reasonably necessary in the Provider consents following instances: 5.3.1 disclosure to governmental or other regulatory agencies in writing order to the Recipient’s disclosure thereof; (ii) subject obtain Patent Rights as contemplated by this Agreement or to section 5(b) below, the Recipient may disclose Confidential Information of the Provider obtain or maintain approval to any Representative of the Recipientconduct Clinical Trials or to market Licensed Product, but such disclosure may be only to the extent reasonably necessary to obtain such Representative: Patent Rights or authorizations; 5.3.2 complying with applicable court orders and governmental laws and regulations, including regulations promulgated by securities exchanges, as described in the last paragraph of Section 5.1; 5.3.3 is deemed necessary by Merck to be disclosed 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 ordinary course of business in accordance with this Agreement 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; 5.3.4 is deemed necessary by counsel to 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; CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (AI) needs NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED 5.3.5 is deemed necessary by Company to be disclosed to its and its Affiliates’ employees, consultants, contractors, and agents, in each case on a need-to-know such Confidential Information basis in connection with the performance of Company’s obligations, or exercise of its rights, under this Agreement and under written obligations of confidentiality and non-use obligations that substantially are no less stringent than those confidentiality and non-use provisions contained in this Agreement; and 5.3.6 to actual and bona fide potential investors, acquirors, and other financial partners for the purpose of helping evaluating or carrying out an actual or potential investment or acquisition, in each case under appropriate written obligations of confidentiality and non-use that substantially are no less stringent than those confidentiality and non-use provisions contained in this Agreement. Notwithstanding the Recipient evaluate or negotiate foregoing, in the event a possible negotiated transaction between the Parties; and (B) has been informed Party is required to make a disclosure of the obligations set forth other Party’s Information pursuant to Section 5.3.1, 5.3.2, or 5.3.6, it will, give reasonable advance notice to the other Party of such required disclosure and comply with all reasonable requests of the disclosing Party with respect to maintaining confidence in such Information and in any event shall use at least the same diligent efforts to secure confidential treatment of such Information as such Party would use to protect its own Information, but in no event less than reasonable efforts. In any event, each Party agrees to take all reasonable action to challenge, limit, or avoid disclosure of the other Party’s Information. Any information disclosed pursuant to this Agreement and has agreed to abide and be bound by the provisions hereof; and (iii) Section 5.3 shall remain subject to section 5(c) below, the Recipient may disclose Confidential Information foregoing confidentiality provisions of the Provider to the extent required by applicable law or governmental regulation or by subpoena or other valid legal processthis Article 5. (b) If the Provider delivers to the Recipient a written notice stating that certain Confidential Information of the Provider may be disclosed only to specified Representatives of the Recipient, then, notwithstanding anything to the contrary contained in section 5(a)(ii) above, the Recipient shall not thereafter disclose or permit the disclosure of any of such Confidential Information to any other Representative of the Recipient. (c) If the Recipient or any of the Recipient’s Representatives is required by applicable 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 Representatives will use 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 other 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, and if the Recipient has been advised by its internal counsel or other reputable external legal counsel 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 reasonable efforts to ensure that such Confidential Information is treated confidentially by each Person to whom it is disclosed.

Permitted Disclosures. (a) Notwithstanding the limitations set forth in section 3 Section 1 above: (i) the Recipient may disclose Confidential Information of the Provider if and to the extent that the Provider consents in writing to the Recipient’s disclosure thereof, provided such consent is sought prior to any such disclosure; (ii) subject to section 5(bSection 4(b) below, the Recipient may disclose Confidential Information of the Provider to any Representative of the Recipient, but only to the extent such Representative: 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; , and (B) has been informed provided with a copy of the obligations set forth in this Agreement and has agreed to abide and be bound by the provisions hereofhereof or is otherwise bound by confidentiality obligations at least as restrictive as those contained in this Agreement; and (iii) subject to section 5(cSection 4(c) below, the Recipient may disclose Confidential Information of the Provider to the extent required by applicable law or governmental regulation or by subpoena or other valid legal process. (b) If prior to providing certain Confidential Information to the Recipient, the Provider delivers to the Recipient a written notice stating that certain 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 5(a)(iiSection 4(a)(ii) above, the Recipient shall not thereafter disclose or permit the disclosure of any of such Confidential Information to any other Representative of the Recipient. (c) If the Recipient or any of the Recipient’s Representatives is required by applicable 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 Representatives will use reasonable efforts to cooperate fully with the Provider and the Provider’s Representatives in any attempt by the Provider to obtain any such protective order or other 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, and if the Recipient has been advised by its internal counsel or other furnishes the Provider with a written advice of reputable external legal counsel acceptable to the Provider 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 reasonable best efforts to ensure that such Confidential Information is treated confidentially by each Person to whom it is disclosed.

Permitted Disclosures. (a) Notwithstanding the limitations set forth in section 3 above: (i) the The Recipient may disclose Confidential Information of the Provider if and to the extent that any of the Provider consents following applies: the Council Organisation has consented in writing to such disclosure; the Recipient’s disclosure thereof; (ii) subject is to section 5(b) below, the Recipient may disclose Confidential Information of the Provider to any a Representative of the Recipient, but only to the extent such Representative: (A) Recipient who needs to know such the Confidential Information for the purpose of helping Purpose and the Recipient evaluate has complied with clause 2 in relation to the disclosure; or negotiate a possible negotiated transaction between the Partiesdisclosure is required by law and the Recipient has complied with clause 1.4 in relation to the disclosure. If the Recipient considers that disclosure of any Confidential Information is required by law, it must: immediately notify the Council Organisation of the requirement; take all reasonable steps lawfully to resist or narrow the requirement to disclose the Confidential Information; and (B) has been informed assist and co-operate with the Council Organisation if the Council Organisation seeks to limit or resist the requirement for the Confidential Information to be disclosed. If the Recipient becomes aware of the obligations set forth in any unauthorised access to, or use or disclosure of, Confidential Information, or any suspected or possible breach of this Agreement and has agreed to abide and be bound by the provisions hereof; and (iii) subject to section 5(c) belowAgreement, the Recipient must: immediately notify the Council Organisation in writing giving details of the suspected or possible breach; do everything necessary to remedy the unauthorised access to, or use or disclosure of, the Confidential Information, or to prevent the suspected or possible breach of this Agreement; comply with all written directions from the Council Organisation (including those received by email) in relation to the actual, suspected or possible breach of this Agreement; and give the Council Organisation all assistance required in connection with proceedings which the Council Organisation may disclose institute against any person for breach of confidence or otherwise. The Recipient must ensure that, before any of its Representatives are provided with or have access to Confidential Information, the Representatives are made aware of the confidential nature of the Confidential Information and the terms of this Agreement. If required by item 3 of the Provider Specific Terms, the Recipient must maintain an up to the extent date register of all its Representatives to whom Confidential Information has been disclosed. If required by applicable law item 4 of the Specific Terms, the Recipient must ensure that each Representative who will be provided with, or governmental regulation or by subpoena or other valid legal process. (b) If the Provider have access to, Confidential Information signs and delivers to the Council Organisation an undertaking to comply with the terms of this Agreement, in a form specified by the Council Organisation (acting reasonably). The Recipient a written notice stating must ensure that certain Confidential Information of the Provider may be disclosed only its Representatives do not do or fail to specified Representatives of the Recipientdo anything that, then, notwithstanding anything to the contrary contained in section 5(a)(ii) above, if done or not done by the Recipient shall not thereafter disclose or permit the disclosure of any of such Confidential Information would amount to any other Representative of the Recipient. (c) If the Recipient or any a breach of the Recipient’s Representatives is required by applicable 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 Representatives will use reasonable efforts to cooperate with the Provider and the Provider’s Representatives obligations in any attempt by the Provider to obtain any such protective order or other 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, and if the Recipient has been advised by its internal counsel or other reputable external legal counsel 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 reasonable efforts to ensure that such Confidential Information is treated confidentially by each Person to whom it is disclosedthis Agreement.

Permitted Disclosures. (a) Notwithstanding the limitations set forth in section 3 Section 1 above: (i) the Recipient may disclose Confidential Information of the Provider Disclosing Party if and to the extent that the Provider Disclosing Party consents in writing (including without limitation email from a senior executive of the Disclosing Party) to the Recipient’s disclosure thereof; (ii) subject to section 5(b) below, the Recipient may disclose Confidential Information of the Provider Disclosing Party to any Representative of the Recipient, but only to the extent such Representative: Representative (A) reasonably needs to know such Confidential Information for the purpose of helping the Recipient consider, evaluate or negotiate a possible negotiated transaction between the Parties; , and (B) has been informed provided with a copy of the obligations set forth in this Agreement and Agreement, has agreed been instructed to abide and be bound by the provisions hereofhereof and is under an obligation to maintain the confidentiality of such Confidential Information; and (iii) subject to section 5(cSection 3(c) below, the Recipient may disclose Confidential Information of the Provider Disclosing Party to the extent required by applicable law or governmental regulation or by subpoena or other valid legal process. (b) If the Provider delivers to the Recipient a written notice stating that certain Confidential Information of the Provider may be disclosed only to specified Representatives of the Recipient, then, notwithstanding anything to the contrary contained in section 5(a)(ii) above, the Recipient shall not thereafter disclose or permit the disclosure of any of such Confidential Information to any other Representative of the Recipient.[Reserved] (c) If Notwithstanding the limitations set forth in Section 1 above, if the Recipient or any of the Recipient’s Representatives is required by applicable law or governmental or other regulation or by subpoena or other valid legal process to disclose any of the ProviderDisclosing Party’s Confidential Information to any Person, then the Recipient will promptly provide the Provider Disclosing Party with written notice of the applicable law, regulation or process so that the Provider Disclosing Party may seek a protective order or other appropriate remedy. The Recipient and its Representatives will use reasonable efforts to cooperate fully with the Provider Disclosing Party and the ProviderDisclosing Party’s Representatives in any attempt by the Provider Disclosing Party to obtain any such protective order or other remedy. If the Provider Disclosing Party 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, and if the Recipient has been advised by its internal counsel or other reputable external legal counsel confirming that the disclosure of such Confidential Information is legally requiredDisclosing Party, 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 ensure that such Confidential Information is treated confidentially by each Person to whom it is disclosedrequired without liability hereunder;.

Permitted Disclosures. (a) Notwithstanding Each of the limitations following reasons shall be deemed to be a “Permitted Disclosure” and collectively, the “Permitted Disclosures”, subject to the terms and conditions applicable to any such Permitted Disclosure as set forth below or as otherwise expressly set forth in section 3 above:this Section 6.9: Table of Contents (i) making any filing with a Governmental Authority that is required in connection with the Recipient may disclose Confidential Information consummation of the Provider if and to the extent that the Provider consents in writing to the Recipient’s disclosure thereoftransactions contemplated hereby; (ii) subject to section 5(bobtaining reasonable assurances of confidentiality, obtaining any Consent from a third party to transfer any Purchased Contract or Transferable Permit, provided that the party seeking Consent shall only disclose the identity of the other parties and the general nature of the transaction to such third party; (iii) belowdefending or prosecuting any litigation, Proceeding or dispute; (iv) as otherwise required by Law or administrative process; provided that in the event of (iii) or (iv) above, (A) the scope of the information to be disclosed shall be solely that which is reasonably necessary for the respective purpose stated above, (B) the receiving parties shall provide written notice to the disclosing parties as to the need for such disclosure and such scope, as soon as the receiving parties first becomes aware of such, in order to give the disclosing parties the opportunity to appear and object, if it so chooses and (C) the court may review such information under seal, upon the disclosing parties making a motion for such, to which the receiving parties shall make no objection; (v) disclosing to any and all Persons, without limitation of any kind, the Recipient U.S. federal and state tax treatment and tax structure (tax structure shall mean any fact that may disclose Confidential Information be relevant to understanding the U.S. federal or state tax treatment of the Provider transaction) contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are provided to any Representative of the Recipient, but only party making the disclosure relating to such tax treatment and tax structure except to the extent maintaining confidentiality of such Representative: information is necessary to comply with any federal or state securities laws; (vi) making any public announcement or disclosure required by the rules of any stock exchange, the Panel on Takeovers and Mergers, the UKLA or any other Law or Judgment (in which case the party required to make the disclosure shall promptly notify the other parties and give such parties a reasonable opportunity to oppose such disclosure or request confidential treatment of such disclosure if available); (vii) subject to reasonable assurances of confidentiality, disclosing this Agreement or any of the Related Agreements or their contents or the transactions contemplated hereby or thereby to Representatives of the parties and their Affiliates with a bona fide need to know such information; (viii) disclosing this Agreement or any of the Related Agreements or their contents or the transactions contemplated hereby or thereby (A) needs subject to know the terms of a confidentiality agreement protecting the confidentiality of such Confidential Information for information, to current or potential lenders to, investors in and purchasers of the purpose parties or their Affiliates (or any portion thereof) so long as (1) the due diligence investigation by the lender, investor or purchaser, as applicable, of helping such party and its Affiliates is substantially complete, (2) the Recipient evaluate definitive agreement with respect to such loan, investment or negotiate purchase, as applicable, is substantially complete and substantially all of the material terms with Table of Contents respect thereto (including, (x) with respect to a possible negotiated loan, the loan amount and interest rate, (y) with respect to an investment, the amount to be invested and the price per security to be issued, and (z) with respect to a purchase, the purchase price) have been agreed in principle and (3) the board of directors (or the senior management) of such party or its Affiliates (as applicable) and the potential lender, investor or purchaser, as the case may be, have (xx) in the case of a loan from a bank or similar entity that is in the business of lending money, reviewed and approved the commitment letter or term sheet setting forth the material terms of such loan and (yy) in the case of all other transactions contemplated by this clause (3), been apprised of such transaction between the Parties; and have consented to further negotiations subject to final board (or senior management) approval, and (B) has been informed without limiting any other Permitted Disclosure, to those Persons whose approval, agreement or opinion, as the case may be, is required for consummation of such particular transaction or transactions; (ix) disclosing information as permitted in accordance with Section 13.8 of this Agreement; or (x) enforcing the parties’ rights hereunder, or under any of the obligations Related Agreements. Additional reasons for disclosure of confidential information of a party may be permitted as expressly 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, the Recipient may disclose Confidential Information of the Provider to the extent required by applicable law or governmental regulation or by subpoena or other valid legal processSection 6.9. (b) If the Provider delivers to the Recipient a written notice stating that certain Confidential Information of the Provider may be disclosed only to specified Representatives of the Recipient, then, notwithstanding anything to the contrary contained in section 5(a)(ii) above, the Recipient shall not thereafter disclose or permit the disclosure of any of such Confidential Information to any other Representative of the Recipient. (c) If the Recipient or any of the Recipient’s Representatives is required by applicable 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 Representatives will use 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 other 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, and if the Recipient has been advised by its internal counsel or other reputable external legal counsel 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 reasonable efforts to ensure that such Confidential Information is treated confidentially by each Person to whom it is disclosed.

Permitted Disclosures. (a) Notwithstanding the limitations set forth in section 3 Section 1 above: (i) the Recipient (and, if applicable, its Representatives) may disclose Confidential Information of the Provider if and to the extent that the Provider consents in writing to the Recipient’s (or, if applicable, any of its Representative’s) disclosure thereofthereof in advance; (ii) subject to section 5(bSection 4(b) below, the Recipient (and, if applicable, its Representatives) may disclose Confidential Information of the Provider to any Representative of the Recipient, but only to the extent such Representative: Representative (A) needs to know such Confidential Information for the purpose of helping the Recipient evaluate or consider, evaluate, negotiate and/or consummate a possible negotiated transaction between the Parties; Transaction, and (B) has been informed of the obligations set forth in this Agreement and has either (a) agreed to abide and be bound by the provisions hereofhereof or (b) is otherwise bound by an express fiduciary, contractual or other duty to maintain the confidentiality of the Confidential Information in a manner substantially similar to this Agreement; and (iii) subject to section 5(cSection 4(c) below, the Recipient (and, if applicable, its Representatives) may disclose Confidential Information of the Provider to the extent required by applicable law any law, rule, or governmental regulation regulation, including in connection with any legal, regulatory, judicial, or by subpoena administrative process (including any deposition, interrogatory, oral questioning, information or document request, subpoena, court order, regulatory filing, civil investigative demand or other valid legal 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 Provider delivers to the Recipient a written notice stating that certain such Confidential Information of the Provider may be disclosed only to specified Representatives of the RecipientRecipient (e.g. outside counsel only), then, notwithstanding anything to the contrary contained in section 5(a)(iiSection 4(a)(ii) above, the Recipient shall (and, if applicable, such specified Representatives) will not thereafter disclose or permit the disclosure of any of such Confidential Information to any other Representative of the Recipient. (c) If the Recipient or any of the Recipient’s Representatives is required by applicable law or governmental regulation or by subpoena or other valid legal process Law to disclose any of the Provider’s Confidential Information to any Person, then the Recipient will promptly immediately provide the Provider with written notice of the applicable law, regulation or process Law to the extent permitted by Law so that the Provider may seek seek, at its sole expense, a protective order or other appropriate remedyremedy to prevent, limit or delay such disclosure or the nature and scope thereof. The Recipient and its Representatives will use reasonable efforts to reasonably cooperate with the Provider and the Provider’s Representatives Representatives, at the Provider’s sole expense, in any attempt by the Provider to obtain any such protective order or other remedy, except to the extent that such efforts involve litigation against the Recipient or any of its Representatives. 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 or if the Recipient has been advised by its internal counsel or other reputable external receives advice from legal counsel confirming that the disclosure of such Confidential Information is legally required, then the Recipient or any such Representatives, as applicable and as legally required or requested by a governmental authority, may disclose such Confidential Information solely to the extent legally requiredrequired or requested by the governmental authority; provided, however, that the Recipient and its Representatives will use their reasonable efforts reasonably cooperate with the Provider’s efforts, at the Provider’s sole expense, to ensure that such Confidential Information is treated confidentially by each Person to whom it is disclosed.

Permitted Disclosures. (a) Notwithstanding the limitations set forth in section 3 Section 1(b) above: (i) the Recipient (and, if applicable, any of its Representatives) may disclose Confidential Information of the Provider if and to the extent that the Provider consents in writing to the Recipient’s (or, if applicable, any of its Representatives’) disclosure thereof; (ii) subject to section 5(bSection 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 such Representative: Representative (A) needs to know such Confidential Information for the purpose of helping the Recipient evaluate evaluate, negotiate or negotiate a possible negotiated transaction between consummate the Parties; Transaction, and (B) has been informed of the obligations set forth in this Agreement and has agreed to abide and be bound by the provisions hereofhereof or is otherwise bound by confidentiality obligations at least as restrictive as those contained in this Agreement; and (iii) subject to section 5(cSection 4(c) below, the Recipient (and, if applicable, any of its Representatives) may disclose Confidential Information of the Provider to the extent required by applicable law or law, governmental regulation regulation, subpoena or by subpoena or other valid legal processprocess (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, any of its Representatives), the Provider delivers to the Recipient a written notice stating that certain 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 5(a)(iiSection 4(a)(ii) above, the Recipient (and, if applicable, any of its Representatives) shall not thereafter disclose or permit the disclosure of any of such Confidential Information to any other Representative of the Recipient. (c) If the Recipient or any of the Recipient’s Representatives is required by applicable law or governmental regulation or by subpoena or other valid legal process Law to disclose any of the Provider’s Confidential Information to any Person, then the Recipient will will, to the extent legally permitted, promptly provide the Provider with written notice of the applicable law, regulation or process Law so that the Provider may (at its sole cost and expense) seek a protective order or other appropriate remedy. The Recipient and its Representatives will use reasonable efforts to reasonably cooperate with the Provider and the Provider’s Representatives in any attempt by the Provider to obtain any such protective order or other remedyremedy (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 legally required, disclose Confidential Information of the Provider, and if the Recipient has been advised by obtains advice of its internal counsel or other reputable external outside legal 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, provided however, ; that the Recipient and its Representatives will use their commercially reasonable efforts to ensure that such Confidential Information is treated confidentially by each Person to whom it is disclosed.

Permitted Disclosures. (a) Notwithstanding the limitations set forth in section 3 Section I above: (i) the Recipient (and, if applicable, any of its Representatives) may disclose Confidential Information of the Provider if and to the extent that the Provider consents in writing to the Recipient’s (or, if applicable, any of its Representative’s) disclosure thereof; (ii) subject to section 5(bSection 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 such Representative: Representative (A) needs to know know, as may be determined by the Recipient, such Confidential Information for the purpose of helping the Recipient evaluate to evaluate, negotiate, effect or negotiate a possible negotiated transaction between develop the Parties; Transaction, and (B) has been informed of the obligations set forth in this Agreement and has agreed to abide and be bound by the provisions hereofhereof or is otherwise bound by confidentiality obligations at least as restricted as those contained in this Agreement; and (iii) subject to section 5(cSection 4(c) below, the Recipient (and, if applicable, any of its Representatives) may disclose Confidential Information of the Provider to the extent required by applicable law or law, rule, governmental regulation (including in connection with any legal, regulatory, judicial or administrative process or any audit or inquiry by subpoena a regulator, bank examiner or other valid legal processauditor), self-regulating organization or pursuant to mandatory professional ethics rules (collectively, “Law”) or for defense purposes. (b) If prior to providing certain Confidential Information to the Recipient (and, if applicable, its Representatives), the Provider delivers to the Recipient a written notice stating that certain 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 5(a)(iiSection 4(a) (ii) above, the Recipient (and, if applicable, such specified Representatives) shall not thereafter disclose or permit the disclosure of any of such Confidential Information to any other Representative of the Recipient. (c) If the Recipient or any of the Recipient’s Representatives Representative is required by applicable law Law or governmental regulation or by subpoena or other valid legal process for defense purposes to disclose any of the Provider’s Confidential Information to any Person, then the Recipient will promptly and in any event within two business days provide the Provider with written notice of the applicable law, regulation Law or process the generality of the defense which requires such disclosure so that the Provider may seek a protective order or other appropriate remedy. The Recipient and its Representatives will use reasonable efforts to cooperate fully with the Provider and the Provider’s Representatives in any attempt by the Provider to obtain any such protective order or other 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 or any of its Representatives, as applicable and as legally required, disclose Confidential Information of the Provider, and if the Recipient has been advised by its internal counsel or other obtains advice of reputable external legal counsel confirming that the disclosure of such Confidential Information is legally requiredrequired or is required for defense purposes, then the Recipient or any of such Representatives, as applicable, may disclose such Confidential Information to the extent legally so required; provided, however, that the Recipient and its Representatives will use their reasonable best efforts to ensure that such Confidential Information is treated confidentially by each Person to whom it is disclosed.

Permitted Disclosures. (a) Notwithstanding the limitations set forth in section 3 Section 1 above: (i) the Recipient may disclose Confidential Information of the Provider if and to the extent that the Provider consents in writing to the Recipient’s disclosure thereof; (ii) subject to section 5(bSection 4(b) below, the Recipient may disclose Confidential Information of the Provider to any Representative of the Recipient, but only to the extent such Representative: 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; , and (B) has been informed provided with a copy of the obligations set forth in this Agreement and has agreed to abide and be bound by the provisions hereofhereof or is otherwise bound by confidentiality obligations at least as restrictive as those contained in this Agreement; and (iii) subject to section 5(cSection 4(c) below, the Recipient may disclose Confidential Information of the Provider to the extent required by applicable law or governmental regulation or by subpoena or other valid legal process. (b) If prior to providing certain Confidential Information to the Recipient, the Provider delivers to the Recipient a written notice stating that certain 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 5(a)(iiSection 4(a)(ii) above, the Recipient shall not thereafter disclose or permit the disclosure of any of such Confidential Information to any other Representative of the Recipient. (c) If the Recipient or any of the Recipient’s Representatives is required by applicable 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 Representatives will use reasonable efforts to cooperate fully with the Provider and the Provider’s Representatives in any attempt by the Provider to obtain any such protective order or other 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, and if the Recipient has been advised by its internal counsel or other reputable external legal counsel 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 reasonable efforts to ensure that such Confidential Information is treated confidentially by each Person to whom it is disclosed.

Permitted Disclosures. (ai) Notwithstanding the limitations set forth in section 3 above: (i) the Recipient may disclose Confidential Information of the Provider if foregoing and to the extent that the Provider consents in writing to the Recipient’s disclosure thereof; (ii) subject to section 5(b) belowSection 3(d), the Recipient may disclose Confidential Information of the Provider New Director may, if such person wishes to any Representative of the Recipientdo so, but only to the extent 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; 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, the Recipient may disclose Confidential Information of the Provider to the extent required by applicable law or governmental regulation or by subpoena or other valid legal process. (b) If the Provider delivers to the Recipient a written notice stating that certain Confidential Information of the Provider may be disclosed only to specified Representatives of the Recipient, then, notwithstanding anything to the contrary contained in section 5(a)(ii) above, the Recipient shall not thereafter disclose or permit the disclosure of any of such provide Confidential Information to any other Representative of the Recipient. (c) If the Recipient or any of the Recipient’s Representatives is required by applicable 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 Representatives will use 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 other 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, and if the Recipient has been advised by its internal counsel or other reputable external legal counsel confirming that the disclosure of such Confidential Information is legally required, then the Recipient may disclose such Confidential Information to the extent legally requiredApproved Constellation Persons; provided, however, that the Recipient Constellation Parties shall (A) inform each Approved Constellation Person of the confidential nature of the Confidential Information and (B) cause each Approved Constellation Person not to disclose any Confidential Information to any Person other than to Approved Constellation Persons in accordance with this Section 3 and not to use any Confidential Information other than in connection with (x) the New Director’s duties as a director of the Company and (y) evaluating or monitoring the Constellation Parties’ investment in the Company. The Constellation Parties shall be jointly and severally responsible for any breach of this Section 3 by an Approved Constellation Person or any other Person who receives Confidential Information from the New Director hereunder. (ii) If the Constellation Parties or any Approved Constellation Person 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 Constellation Parties must, to the extent practicable and legally permissible, (x) promptly notify the Company of the circumstances surrounding such requirement or request and (y) reasonably cooperate with the Company, at the Company’s sole expense, in any reasonable attempt it may make to obtain a protective order, other appropriate remedy, or an appropriate assurance that confidential treatment will be afforded to its Representatives Confidential Information. If a protective order or other appropriate remedy or assurance is not obtained, the Constellation 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 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 Constellation 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 Constellation Parties, any of their respective Affiliates or any Group of which any Constellation Party is a member (1) would be prohibited from purchasing, selling or engaging in derivative or other voluntary transactions with respect to the securities of the Company or any Debt Instruments of the Company 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 Constellation Parties nor any of their respective Affiliates or any Group of which any Constellation Party is a member will use their reasonable efforts file any Schedule 13D or other filing pursuant to ensure applicable securities laws, or otherwise make any public statement, disclosing any of the Confidential Information. (iii) Each Constellation Party hereby acknowledges that it is aware, and shall advise each of the Approved Constellation Persons who receive Confidential Information pursuant to this Section 3(b), that (A) the Confidential Information being furnished to the Approved Constellation Persons 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 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 foreseeable that such Confidential Information Person is treated confidentially by likely to purchase or sell such securities. During the Specified Period, the Company shall provide the Constellation Parties with at least two Business Days’ advance written notice of each Person opening and expiration of each blackout period, and the Constellation Parties shall not purchase or sell, directly or indirectly, any securities of the Company during any blackout periods applicable to whom it is disclosedall directors under the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy, as amended from time to time.

Permitted Disclosures. (a) Notwithstanding the limitations set forth in section 3 above: (i) the Recipient Biosite may disclose Confidential Information of the Provider if and to the extent that the Provider Inverness consents in writing to the RecipientBiosite’s disclosure thereof; (ii) subject to section 5(b) below, the Recipient Biosite may disclose Confidential Information of the Provider to any Representative of the RecipientBiosite, but only to the extent such Representative: (A) needs to know such Confidential Information for the purpose of helping facilitating the Recipient evaluate or negotiate a possible negotiated transaction between transactions contemplated by the PartiesMerger 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 Section 5(c) below, the Recipient Biosite may disclose Confidential Information of the Provider to the extent required by applicable law or governmental regulation or by subpoena or other similar valid legal process. (b) If the Provider Inverness delivers to the Recipient Biosite a written notice stating that certain Confidential Information of the Provider may be disclosed only to specified Representatives of the RecipientBiosite, then, notwithstanding anything to the contrary contained in section 5(a)(ii) above, the Recipient Biosite shall not thereafter disclose or permit the disclosure of any of such Confidential Information to any other Representative of the RecipientBiosite. (c) If the Recipient Biosite or any of the RecipientBiosite’s Representatives is required by applicable 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 Biosite will promptly provide the Provider Inverness with written notice of the applicable law, regulation or process so that the Provider Inverness may seek a protective order or other appropriate remedy. The Recipient Biosite and its Representatives will use reasonable efforts to cooperate with the Provider Inverness and the Provider’s Inverness’ Representatives in any attempt by the Provider Inverness to obtain any such protective order or other remedy. If the Provider Inverness elects not to seek, or is unsuccessful in obtaining, any such protective order or other remedy in connection with any requirement that the Recipient Inverness disclose Confidential Information of the ProviderInformation, and if the Recipient Biosite has been advised by its internal counsel or other reputable external legal counsel confirming that the disclosure of such Confidential Information is legally required, then the Recipient Biosite may disclose such Confidential Information to the extent legally required; provided, however, that the Recipient Inverness and its Representatives will use their reasonable efforts to ensure that such Confidential Information is treated confidentially by each Person to whom it is disclosed.

Permitted Disclosures. (a) Notwithstanding anything to the limitations set forth contrary in section 3 abovethis Article, the Recipient may disclose the Discloser’s Confidential Information: (i) as may be required to comply with a court order or subpoena so long as the Recipient may disclose Confidential Information of the Provider if secures whatever confidentiality protections are available under that law, and gives to the extent that the Provider consents in writing Discloser both reasonably prompt notice and an opportunity to intervene, and/or (ii) to the Recipient’s disclosure thereof;Affiliates, and/or to Third Persons, as may reasonably be required to carry out the Recipient’s obligations and/or to exercise the rights or licenses expressly granted under this JDA, provided that each such Affiliate or Third Person undertakes obligations of confidentiality that are at least as stringent to those undertaken by the Parties hereunder, and obligations of limited use that are reasonably appropriate for the situation, and/or (iiiii) subject to section 5(b) below, in a patent application for which the Recipient may disclose Confidential Information of the Provider to any Representative of the Recipientfiling is authorized by Paragraph 5.4, but only to the extent such Representative: (A) needs to know that such Confidential Information information is reasonably necessary to provide enabling support for any patent claim covering a Development owned by the purpose Recipient, and/or (iv) to the Recipient’s legal counsel in confidence, and/or (v) to appropriate governmental agencies (and to Recipient’s relevant governmental-approval consultants) as, and when, reasonably required for regulatory review or approval of helping the Recipient evaluate or negotiate a possible negotiated transaction between the Parties; Product, so long as Discloser is first consulted and (B) has been informed of the obligations set forth in this Agreement and has agreed provided a reasonable time to abide and be bound by the provisions hereof; and (iii) subject to section 5(c) belowperform any associated patent filings on Discloser-owned Developments or related background technologies. Where appropriate, the Recipient may disclose Confidential Information will make a claim of the Provider to the extent confidentiality. (vi) as required by applicable law and regulations (including the regulations of a stock exchange), including without limitation the regulations. of the U.S. Securities and Exchange Commission and Nasdaq, so long as Discloser is first consulted and has been provided a reasonable time to perform any associated patent filings on Discloser-owned Developments or governmental regulation or by subpoena or other valid legal processrelated background technologies. Where appropriate, the Recipient will make a claim of confidentiality. (b) If the Provider delivers to the Recipient a written notice stating that certain Confidential Information of the Provider may be disclosed only to specified Representatives of the Recipient, then, notwithstanding Notwithstanding anything to the contrary contained in section 5(a)(iithis Article, Dow may disclose (i) aboveits Generated Items generated under the Parallel Agreement and/or (ii) such JDA Information relating to the purification of microbe-based oils and dielectric fluids, in a patent application currently with or subsequent to Solazyme’s filing of a patent application that claims or discloses such JDA Information relating to the Recipient shall not thereafter disclose or permit the disclosure purification of any of such Confidential Information to any other Representative of the Recipientmicrobe-based oils. (c) If Notwithstanding anything to the Recipient or any contrary in this Article, the terms of the Recipient’s Representatives is required this Agreement may be disclosed by applicable law or governmental regulation or by subpoena or other valid legal process a Party to disclose any of the Provider’s Confidential Information to any Personinvestment bankers, 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 Representatives will use 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 other 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 Providerinvestors, and if potential investors or acquirers (and their agents), in the Recipient has been advised context of a potential transaction, each of whom prior to disclosure must be bound by its internal counsel or other reputable external legal counsel confirming that the disclosure similar obligations of such Confidential Information is legally required, then the Recipient may disclose such Confidential Information confidentiality and non-use at least equivalent in scope to the extent legally required; provided, however, that the Recipient and its Representatives will use their reasonable efforts to ensure that such Confidential Information is treated confidentially by each Person to whom it is disclosedthose set forth in this Article 7.

Permitted Disclosures. (a) Notwithstanding the limitations set forth in section 3 Section 1 above: (i) the Recipient may disclose Confidential Information of the Provider if and to the extent that the Provider consents in writing to the Recipient’s disclosure thereof, provided such consent is sought prior to any such disclosure; (ii) subject to section 5(bSection 4(b) below, the Recipient may disclose Confidential Information of the Provider to any Representative of the Recipient, but only to the extent such Representative: Representative (A) reasonably needs to know such Confidential Information for the purpose of helping the Recipient evaluate evaluating, negotiating or negotiate implementing a possible negotiated transaction between the Parties; Parties (or one or more of their affiliates), and (B) has been informed provided with a copy of the obligations set forth in this Agreement and has agreed to abide and be bound by the provisions hereofhereof or is otherwise bound by confidentiality obligations at least as restrictive as those contained in this Agreement; and (iii) subject to section 5(cSection 4(c) below, the Recipient may disclose Confidential Information of the Provider to the extent required by applicable law or governmental regulation or by subpoena or other valid legal process. (b) If the Provider delivers to the Recipient a written notice stating that certain Confidential Information of the Provider may be disclosed only to specified Representatives of the Recipient, then, notwithstanding anything to the contrary contained in section 5(a)(ii) above, the Recipient shall not thereafter disclose or permit the disclosure of any of such Confidential Information to any other Representative of the Recipient. (c) If the Recipient or any of the Recipient’s Representatives is required by applicable 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 will, to the extent not prohibited by law, 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 Representatives will use reasonable efforts to reasonably cooperate with the Provider and the Provider’s Representatives in any attempt by the Provider to obtain any such protective order or other 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, and if the Recipient has been advised by its internal counsel or other reputable external legal counsel 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 reasonable best efforts to ensure that such Confidential Information is treated confidentially by each Person to whom it is disclosed. Notwithstanding the foregoing, Recipient and its Representatives (a) may disclose Confidential Information in connection with routine supervisory audit or regulatory examinations (including, without limitation, by regulatory or self-regulatory bodies) to which they are subject in the course of their respective businesses without liability hereunder and (b) shall not be required to provide notice to any party in the course of any such routine supervisory audit or regulatory examination, provided that such routine audit or examination does not specifically target the Provider or the Confidential Information.

Permitted Disclosures. (a) Notwithstanding the limitations set forth in section 3 Section 1 above: (i) the Recipient may disclose Confidential Information of the Provider if and to the extent that the Provider consents in writing to the Recipient’s disclosure thereof; (ii) subject to section 5(bSection 4(b) below, the Recipient may disclose Confidential Information of the Provider to any Representative of the Recipient, but only to the extent such Representative: Representative (A) needs to know such Confidential Information for the purpose of helping the Recipient evaluate or negotiate a possible negotiated transaction Transaction between the Parties; , and (B) has been informed provided with a copy of the obligations set forth in this Agreement and has agreed to abide and be bound by the provisions hereofhereof or is otherwise bound by confidentiality obligations at least as restrictive as those contained in this Agreement; and (iii) subject to section 5(cSection 4(c) below, the Recipient may disclose Confidential Information of the Provider to the extent required by applicable law or governmental regulation or by subpoena or other valid legal processprocess or stock exchange rule. (b) If the Provider delivers to the Recipient a written notice stating that certain Confidential Information of the Provider may be disclosed only to specified Representatives of the RecipientRecipient (such notice, a “Permitted Representatives Notice”), then, notwithstanding anything to the contrary contained in section 5(a)(iiSection 4(a)(ii) above, the Recipient shall not thereafter disclose or permit the disclosure of any of such Confidential Information to any other Representative of the Recipient (any such other Representative, an “Impermissible Representative”). For clarity, if the Recipient disclosed, or permitted the disclosure of, any such certain Confidential Information to an Impermissible Representative prior to the Recipient’s receipt of the Permitted Representatives Notice, such disclosure shall not be deemed a breach of this Agreement. (c) If the Recipient or any of the Recipient’s Representatives is required by applicable 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 Representatives will use reasonable efforts to cooperate with the Provider and the Provider’s Representatives (at the Provider’s sole expense) in any attempt by the Provider to obtain any such protective order or other 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, and if the Recipient has been advised by its internal counsel or other reputable external legal counsel 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, provided however, that the Recipient and its Representatives will use their reasonable efforts to ensure that such Confidential Information is treated confidentially by each Person to whom it is disclosed.

Permitted Disclosures. (a) Notwithstanding the limitations set forth in section 3 Section 1 above: (i) the Recipient may disclose Confidential Information of the Provider if and to the extent that the Provider Discloser consents in writing to the Recipient’s disclosure thereof; (ii) subject to section 5(bSection 4(b) below, the Recipient may disclose Confidential Information of the Provider to any Representative of the Recipient, but only to the extent such Representative: Representative (A) needs to know such Confidential Information for the purpose of helping the Recipient evaluate or negotiate a possible negotiated transaction between LabCorp and the Parties; Company, and (B) has been informed provided with a copy of the obligations set forth in this Agreement letter agreement and has agreed to abide and be bound by the provisions hereof; and (iii) subject to section 5(cSection 4(c) below, the Recipient may disclose Confidential Information of the Provider to the extent required by applicable law or governmental regulation or by subpoena or other valid legal process.. Monogram Biosciences, Inc. November 20, 2008 (b) If the Provider Discloser delivers to the Recipient a written notice stating that certain Confidential Information of the Provider may be disclosed only to specified Representatives of the Recipient, then, notwithstanding anything to the contrary contained in section 5(a)(iiSection 4(a)(ii) above, the Recipient shall not thereafter disclose or permit the disclosure of any of such Confidential Information to any other Representative of the Recipient. (c) If the Recipient or any of the Recipient’s Representatives is required by applicable 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 immediately provide the Provider Discloser with written notice of the applicable law, regulation or process so that the Provider Discloser may seek a protective order or other appropriate remedy. The Recipient and its Representatives will use reasonable efforts to cooperate fully with the Provider Discloser and the ProviderDiscloser’s Representatives in any attempt by the Provider Discloser to obtain any such protective order or other remedy. If the Provider Discloser 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, and if the Recipient has been advised by its internal counsel or other reputable external legal counsel confirming that the disclosure of such Confidential Information is legally requiredInformation, 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 best efforts to ensure that such Confidential Information is treated confidentially by each Person to whom it is disclosed.

Permitted Disclosures. (a) Notwithstanding the limitations set forth SART shall not disclose PHI in section 3 above: (i) the Recipient may disclose Confidential Information of the Provider if and to the extent that the Provider consents in writing to the Recipient’s disclosure thereof; (ii) subject to section 5(b) below, the Recipient may disclose Confidential Information of the Provider to any Representative of the Recipient, but only to the extent such Representative: (A) needs to know such Confidential Information manner except for the purpose of helping the Recipient evaluate or negotiate a possible negotiated transaction between the Parties; and (B) has been informed of the obligations set forth in permitting SART to provide goods and/or services pursuant to this Agreement and has agreed to abide and be bound by the provisions hereof; and (iii) subject to section 5(c) below, the Recipient may disclose Confidential Information of the Provider to the extent required by applicable law or governmental regulation or by subpoena or other valid legal process. (b) If the Provider delivers to the Recipient a written notice stating that certain Confidential Information of the Provider may be disclosed only to specified Representatives of the Recipient, then, notwithstanding anything to the contrary contained in section 5(a)(ii) above, the Recipient shall not thereafter disclose or permit the disclosure of any of such Confidential Information to any other Representative of the Recipient. (c) If the Recipient or any of the Recipient’s Representatives is required by applicable 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 Representatives will use 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 other 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, and if the Recipient has been advised by its internal counsel or other reputable external legal counsel confirming that the disclosure of such Confidential Information is legally required, then the Recipient may disclose such Confidential Information to the extent legally requiredAgreement; provided, however, that SART shall not disclose PHI in any manner that would constitute a violation of HIPAA if so disclosed by ART Clinic. Notwithstanding, SART may disclose PHI: (i) for the Recipient proper management and its Representatives will use their administration of SART if such disclosure is Required by Law or if "Reasonable Assurances" are obtained; (ii) to carry out the legal responsibilities of SART if such disclosure is Required by Law or if "Reasonable Assurances" are obtained; or (iii) as Required by Law. To the extent that SART discloses PHI to a third-party pursuant to Section 3(b)(i) or (ii) above under Reasonable Assurances, SART must obtain from the third-party in writing, prior to making any such disclosure: (x) reasonable efforts to ensure assurance from the third-party that such Confidential Information is treated confidentially PHI will be held in a confidential manner; (y) reasonable assurance from the third-party that such PHI will be used or further disclosed only as Required by each Person Law or for the purpose for which it was disclosed to whom it is disclosedsuch third-party; and (z) an agreement from the third-party to immediately notify SART of any breaches of confidentiality of such PHI, to the extent the third-party has obtained knowledge of such breach (collectively, "Reasonable Assurances"). Upon notice from ART Clinic, and except as Required by Law, SART shall not disclose PHI to a health plan for payment or health care operations if the individual subject to the PHI has requested such restriction and the individual (or a designee) pays out of pocket in full for the health care item or service to which the PHI relates.

Permitted Disclosures. (a) Notwithstanding the limitations set forth in section 3 1 above: (i) the Recipient may disclose the Confidential Information of the Provider if and to the extent that the Provider consents in writing to the Recipient’s disclosure thereof; (ii) subject to section 5(b) below, the Recipient may disclose Confidential Information of the Provider to any Representative of the Recipientits Representatives, but only to the extent such Representative: 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; Purpose, and (BB)(1) has been informed of the obligations set forth in existence of this Agreement and has agreed of the confidential nature of Provider’s Confidential Information, and (2) is a party to abide a written confidentiality or non-disclosure agreement with Recipient that covers the confidential information of third parties disclosed by Recipient (and be bound Recipient agrees to take all steps necessary (e.g., by providing written summaries of orally disclosed information, if required) to ensure that Provider’s Confidential Information so disclosed receives the provisions hereofprotection of such agreement between Recipient and the Representative); and (iii) subject to section 5(c3(b) below, the Recipient may disclose Confidential Information of the Provider to the extent required by applicable law or governmental regulation or by subpoena or other valid legal process. (b) If the Provider delivers to the Recipient a written notice stating that certain Confidential Information of the Provider may be disclosed only to specified Representatives of the Recipient, then, notwithstanding anything to the contrary contained in section 5(a)(ii) above, the Recipient shall not thereafter disclose or permit the disclosure of any of such Confidential Information to any other Representative of the Recipient. (c) If the Recipient or any of the Recipient’s its Representatives is required by applicable law or law, governmental regulation or by regulation, subpoena or other valid legal process to disclose any of the Provider’s Confidential Information to any Person, then the Recipient will promptly immediately 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 Representatives will use 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 other 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, and if the Recipient has been advised by its internal counsel or other reputable external legal counsel 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 reasonable efforts to ensure that such Confidential Information is treated confidentially by each Person to whom it is disclosed.other

Permitted Disclosures. (a) Notwithstanding the limitations set forth in section 3 1 above: (i) the Recipient may disclose Confidential Information of the Provider if and to the extent that the Provider Company consents in writing to the Recipient’s disclosure thereof; (ii) subject to section 5(b4(b) below, the Recipient may disclose Confidential Information of the Provider to any Representative of the Recipient, but only to the extent such Representative: Representative (A) needs to know such Confidential Information for the purpose of helping the Recipient consider and evaluate or negotiate a possible negotiated transaction between the Parties; Transaction, and (B) has been informed of the obligations set forth in this Agreement and has agreed to abide and be bound by the provisions hereofhereof or is otherwise bound by confidentiality obligations at least as restrictive as those contained in this letter agreement, and the Recipient may disclose Confidential Information to Ramius and its representatives except that such right to disclose Confidential Information to Ramius and its representatives shall terminate with respect to any subsequent disclosures if the Recipient is notified in writing by Ramius, or Ramius publicly discloses in writing, that Ramius has determined that it does not wish to proceed with a possible transaction involving the Company; and (iii) subject to section 5(c4(c) below, the Recipient may disclose Confidential Information of the Provider to the extent required by applicable law or governmental regulation or by subpoena or other valid legal process. (b) If the Provider Company delivers to the Recipient a written notice stating that certain specific Confidential Information of the Provider (such as competitively sensitive information) may be disclosed only to specified Representatives of the RecipientRecipient and/or stating that certain specific Confidential Information may not be disclosed to Ramius or its representatives, then, notwithstanding anything Cypress Bioscience, Inc. Page 3 to the contrary contained in section 5(a)(ii4(a)(ii) above, the Recipient shall not thereafter disclose or permit the disclosure of any of such Confidential Information to any other Representative of the RecipientRecipient and/or Ramius or its representatives, as applicable. (c) If the Recipient or any of the Recipient’s Representatives is required by applicable 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 then, to the extent legally permissible, the Recipient will promptly provide the Provider Company with written notice of the applicable law, regulation regulation, subpoena or process so that the Provider Company may seek a protective order or other appropriate remedy, at the Company’s sole expense, or waive compliance with the provisions of this letter agreement. The Recipient and its Representatives will use reasonable efforts to reasonably cooperate with the Provider Company and the ProviderCompany’s Representatives Representatives, at the Company’s sole expense, in any attempt by the Provider Company to obtain any such protective order or other remedy. If the Provider 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 of the ProviderInformation, and if in the Recipient has been advised by its internal counsel or other reputable external reasonable judgment of Recipient’s legal counsel confirming that the disclosure of such Confidential Information is legally required, then the Recipient or its Representatives, as the case may disclose be, may furnish only that portion of the Confidential Information which the Recipient or its Representatives, as the case may be, is legally required to furnish and shall exercise reasonable best efforts to obtain assurance that confidential treatment shall be accorded such Confidential Information to the extent legally required; provided, however, that the Recipient and its Representatives will use their reasonable efforts to ensure that such Confidential Information is treated confidentially by each Person to whom it is disclosedInformation.

Permitted Disclosures. (a) Notwithstanding the limitations set forth in section 3 Section 1 above: (i) the Recipient may disclose Confidential Information of the Provider if and to the extent that the Provider consents in writing to the Recipient’s disclosure thereof; (ii) subject to section 5(bSection 4(b) below, the Recipient may disclose Confidential Information of the Provider to any Representative of the Recipient, but only to the extent such Representative: Representative (A) needs to know such Confidential Information for the purpose of helping the Recipient evaluate or negotiate a possible negotiated transaction Transaction between the Parties; , and (B) has been provided with a copy of this Agreement or has been informed of the obligations set forth in this Agreement hereunder and has agreed to abide and be bound by the provisions hereofhereof or is otherwise bound by confidentiality obligations at least as restrictive as those contained in this Agreement; and (iii) subject to section 5(cSection 4(c) below, the Recipient may disclose Confidential Information of the Provider to the extent required by applicable law or governmental regulation or by subpoena or other valid legal process. (b) If the Provider delivers to the Recipient a written notice stating that certain Confidential Information of the Provider may be disclosed only to specified Representatives of the Recipient, then, notwithstanding anything to the contrary contained in section 5(a)(iiSection 4(a)(ii) above, the Recipient shall not thereafter disclose or permit the disclosure of any of such Confidential Information to any other Representative of the Recipient. (c) If the Recipient or any of the Recipient’s Representatives is required by applicable 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 then, to the extent permitted, the Recipient will promptly immediately 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 Representatives will use 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 other 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, and if the Recipient has been advised by its internal counsel or other reputable external legal counsel 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 reasonable efforts to ensure that such Confidential Information is treated confidentially by each Person to whom it is disclosed.

Permitted Disclosures. (a) Notwithstanding the limitations set forth in section 3 Section 1 above: (i) the Recipient may disclose Confidential Information of the Provider if and to the extent that the Provider consents in writing to the Recipient’s disclosure thereof; (ii) subject to section 5(bSection 4(b) below, the Recipient may disclose Confidential Information of the Provider to any Representative of the Recipient, but only to the extent such Representative: 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; , and (B) has been informed provided with a copy of the obligations set forth in this Agreement and has agreed to abide and be bound by the provisions hereofhereof or is otherwise bound by confidentiality obligations substantially similar to those contained in this Agreement; and (iii) subject to section 5(cSection 4(c) below, the Recipient may disclose Confidential Information of the Provider to the extent required by applicable law or governmental regulation or by subpoena or other valid legal process. (b) If prior to providing certain Confidential Information to the Recipient, the Provider delivers to the Recipient a written notice stating that certain 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 5(a)(iiSection 4(a)(ii) above, the Recipient shall not thereafter disclose or permit the disclosure of any of such Confidential Information to any other Representative of the Recipient. (c) If the Recipient or any of the Recipient’s Representatives is required by applicable 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 Representatives will use reasonable efforts to cooperate fully with the Provider and the Provider’s Representatives in any attempt by the Provider to obtain any such protective order or other 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, and if the Recipient has been advised by its internal counsel or other furnishes the Provider with a written advice of reputable external legal counsel acceptable to the Provider 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 reasonable best efforts to ensure that such Confidential Information is treated confidentially by each Person to whom it is disclosed.,

Permitted Disclosures. Without limitation of section 12 below: (a) Notwithstanding the limitations set forth in section 3 1 above: (i) the Recipient may disclose Confidential Information of the Provider if and to the extent that the Provider consents in writing to the Recipient’s disclosure thereof; (ii) subject to section 5(b4(b) below, the Recipient may disclose Confidential Information of the Provider to any Representative of the Recipient, but only to the extent such Representative: 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; , and (B) has been informed of the signed a confidentiality agreement containing, or is bound by, confidentiality obligations set forth in this Agreement and has agreed to abide and be bound by the provisions hereofat least as restrictive as those contained herein; and (iii) subject to section 5(c4(c) below, the Recipient may disclose Confidential Information of the Provider to the extent required by applicable law or governmental regulation (including, without limitation, any rule, regulation or policy statement of any organized securities exchange, market or automated quotation system on which any of the Recipient’s securities are listed or quoted) or by subpoena or other valid legal process. (b) If the Provider delivers to the Recipient a written notice stating that certain Confidential Information of the Provider may be disclosed only to specified Representatives of the Recipient, then, notwithstanding anything to the contrary contained in section 5(a)(ii4(a)(ii) above, the Recipient shall not thereafter disclose or permit the disclosure of any of such Confidential Information to any other Representative of the Recipient. (c) If the Recipient or any of the Recipient’s Representatives is requested pursuant to, or required by applicable law or governmental regulation (including, without limitation, any rule, regulation or policy statement of any organized securities exchange, market or automated quotation system on which any of the Recipient’s securities are listed or quoted) 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 provide, to the extent permitted by law, 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 Representatives will use 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 other 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, and if the Recipient furnishes the Provider with a written notice that the Recipient has been advised by its internal counsel or other reputable external legal counsel 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 reasonable efforts to ensure that such Confidential Information is treated confidentially by each Person to whom it is disclosed.

Permitted Disclosures. (a) Notwithstanding the limitations set forth in section 3 Section 1 above: (i) the Recipient (and, if applicable, any of its Representatives) may disclose Confidential Information or Transaction Information of the Provider if and to the extent that the Provider consents in writing to the Recipient’s (or, if applicable, any of its Representative’s) disclosure thereof; (ii) subject to section 5(bSection 4(b) below, the Recipient (and, if applicable, any of its Representatives) may disclose Confidential Information or Transaction Information of the Provider to any Representative of the Recipient, but only to the extent such Representative: 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; Purpose, and (B) has been informed provided with a copy of the obligations set forth in this Agreement and has agreed to abide and be bound by the provisions hereofhereof or is otherwise bound by confidentiality obligations at least as restrictive as those contained in this Agreement; and (iii) subject to section 5(cSection 4(c) below, the Recipient (and, if applicable, any of its Representatives) may disclose Confidential Information or Transaction Information of the Provider to the extent required by applicable law or law, rule, governmental regulation (including in connection with any legal, regulatory, judicial or administrative process or any audit or inquiry by subpoena a regulator, bank examiner or other valid legal processauditor), 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 delivers to the Recipient a written notice stating that certain 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 5(a)(iiSection 4(a)(ii) above, the Recipient (and, if applicable, such specified Representatives) shall not thereafter disclose or permit the disclosure of any of such Confidential Information to any other Representative of the Recipient. (c) If the Recipient or any of the Recipient’s Representatives is required by applicable law or governmental regulation or by subpoena or other valid legal process Law to disclose any of the Provider’s Confidential Information or any Transaction Information to any Person, then then, to the extent permissible by applicable Law, the Recipient will promptly provide the Provider with written notice of the applicable law, regulation or process Law so that the Provider may seek a protective order or other appropriate remedy. The Recipient and its Representatives will use reasonable efforts to cooperate reasonably cooperate, at Provider’s expense, with the Provider and the Provider’s Representatives in any attempt by the Provider to obtain any such protective order or other 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 or any of its Representatives, as applicable and as legally required, disclose Confidential Information of the ProviderProvider or any Transaction Information, and if the Recipient has been advised by its internal counsel or other obtains advice of reputable external legal counsel confirming that the disclosure of such Confidential Information or Transaction Information is legally required, then the Recipient or any of such Representatives, as applicable, may disclose such Confidential Information or Transaction Information to the extent legally required; provided, however, that the Recipient and its Representatives will use their commercially reasonable efforts to ensure that such Confidential Information or Transaction Information is treated confidentially by each Person to whom it is disclosed.

Permitted Disclosures. (a) Notwithstanding the limitations set forth in section 3 Section 1 above: (i) the Recipient may disclose Confidential Information of the Provider if and to the extent that the Provider consents in writing to the Recipient’s disclosure thereof; (ii) subject to section 5(bSection 4(b) below, the Recipient may disclose Confidential Information of the Provider to any Representative of the Recipient, but only to the extent such Representative: 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; , and (B) has been informed provided with a copy of the obligations set forth in this Agreement and has agreed to abide and be bound by the provisions hereofhereof or is otherwise bound by confidentiality obligations at least as restrictive as those contained in this Agreement; and (iii) subject to section 5(cSection 4(c) below, the Recipient may disclose Confidential Information of the Provider to the extent required by applicable law or governmental regulation or by subpoena or other valid legal process. (b) If the Provider delivers to the Recipient a written notice stating that certain 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 5(a)(iiSection 4(a)(ii) above, the Recipient shall not thereafter disclose or permit the disclosure of any of such Confidential Information to any other Representative of the Recipient. (c) If the Recipient or any of the Recipient’s Representatives is required by applicable 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 promptly, unless prohibited by the applicable law, regulation or process, provide the Provider with written notice of the applicable law, governmental regulation or process so that the Provider may seek a protective order or other appropriate remedyremedy at the Provider’s sole expense. The If permitted by the applicable law, governmental regulation or process, the Recipient and its Representatives will use reasonable efforts to reasonably cooperate with the Provider and the Provider’s Representatives in any attempt by the Provider to obtain any such protective order or other 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, and if the Recipient has been advised by its internal counsel or other reputable external upon advice of legal counsel confirming that the disclosure of such Confidential Information is legally reasonably required, then the Recipient may disclose such Confidential Information to the extent legally requiredrequired by such law, governmental regulation or process; provided, however, that the Recipient and its Representatives will use their commercially reasonable best efforts to ensure that such Confidential Information is treated confidentially by each Person to whom it is disclosed. Any documented reasonable out-of-pocket expenses incurred by the Recipient or its Representatives in providing such assistance to the Provider shall be paid or reimbursed by the Provider within 10 business days of the Recipient or its Representatives providing the Provider notice and documentation of such expenses.

Permitted Disclosures. (a) Notwithstanding the limitations set forth in section 3 Section 1 above: (i) the Recipient may disclose Confidential Information of the Provider if and to the extent that the Provider consents in writing to the Recipient’s disclosure thereof; (ii) subject to section 5(bSection 4(b) below, the Recipient may disclose Confidential Information of the Provider to any Representative of the Recipient, but only to the extent such Representative: 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; Transaction, and (B) has been informed provided with a copy of the obligations set forth in this Agreement and has agreed to abide and be bound by the provisions hereofhereof or is otherwise bound by confidentiality obligations at least as restrictive as those contained in this Agreement; and (iii) subject to section 5(cSection 4(c) below, the Recipient may disclose Confidential Information of the Provider to the extent required by applicable law or law, rule, governmental regulation (including in connection with any legal, regulatory, judicial or administrative process or any audit or inquiry by subpoena a regulator, bank examiner or other valid legal processauditor), self-regulating organization or pursuant to mandatory professional ethics rules (collectively, “Law”). (b) If prior to providing certain Confidential Information to the Recipient, the Provider delivers to the Recipient a written notice stating that certain 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 5(a)(iiSection 4(a)(ii) above, the Recipient shall not thereafter disclose or permit the disclosure of any of such Confidential Information to any other Representative of the Recipient. (c) If the Recipient or any of the Recipient’s Representatives is required by applicable law or governmental regulation or by subpoena or other valid legal process Law 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 Law so that the Provider may seek a protective order or other appropriate remedy. The Recipient and its Representatives will use reasonable efforts to cooperate fully with the Provider and the Provider’s Representatives in any attempt by the Provider to obtain any such protective order or other 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, and if the Recipient has been advised by its internal counsel or other obtains advice of reputable external legal counsel 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 reasonable best efforts to ensure that such Confidential Information is treated confidentially by each Person to whom it is disclosed.

Permitted Disclosures. (a) Notwithstanding the limitations set forth in section 3 Section 1 above: (i) the Recipient may disclose Confidential Information of the Provider if and to the extent that the Provider consents in writing to the Recipient’s disclosure thereof; (ii) subject to section 5(bSection 4(b) below, the Recipient may disclose Confidential Information of the Provider to any Representative of the Recipient, but only to the extent such Representative: 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; , and (B) has been informed provided with a copy of the obligations set forth in this Agreement and has agreed to abide and be bound by the provisions hereofhereof or is otherwise bound by confidentiality obligations at least as restrictive as those contained in this Agreement; and (iii) subject to section 5(cSection 4(c) below, the Recipient may disclose Confidential Information of the Provider to the extent required by applicable law or governmental regulation or by subpoena or other valid legal process. (b) If prior to providing certain Confidential Information to the Recipient, the Provider delivers to the Recipient a written notice stating that certain 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 5(a)(iiSection 4(a)(ii) above, the Recipient shall not thereafter disclose or permit the disclosure of any of such Confidential Information to any other Representative of the Recipient. (c) If the Recipient or any of the Recipient’s Representatives is required by applicable 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 Representatives will use 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 other 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, and if the Recipient has been advised by its internal counsel or other reputable external legal counsel 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 reasonable efforts to ensure that such Confidential Information is treated confidentially by each Person to whom it is disclosed.or

Permitted Disclosures. The confidentiality obligations contained in Section 7.1 shall not apply to the extent that (a) Notwithstanding any receiving party (the limitations set forth “Recipient”) is required (i) to disclose information by law, regulation or order of a governmental agency or a court of competent jurisdiction, or (ii) to disclose information to any governmental agency for purposes of obtaining approval to test or market a product, provided in section 3 above: either case that the 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 than as a result of actions of the 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 Recipient on an unrestricted basis from a source unrelated to any party to this Agreement and not under a duty of confidentiality to the other party; or (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, Tandem may disclose Confidential Information of the Provider if and TypeZero relating to the extent that the Provider consents in writing information developed pursuant to the Recipient’s disclosure thereof; (ii) subject this Agreement to section 5(b) belowany Person with whom Tandem has, the Recipient may disclose or is proposing to enter into, a business relationship, as long as such Person has entered into a confidentiality agreement with Tandem. All Confidential Information of both parties shall be returned or, at the Provider to any Representative of the Recipientdisclosing party’s option destroyed, but only to the extent such Representative: (A) needs to know such Confidential Information for the purpose of helping the Recipient evaluate or negotiate by within a possible negotiated transaction between the Parties; prompt and (B) has been informed of the obligations set forth in commercially reasonable time after this Agreement and has agreed to abide and be bound by the provisions hereof; and (iii) subject to section 5(c) below, the Recipient may disclose Confidential Information of the Provider to the extent required by applicable law or governmental regulation or by subpoena or other valid legal process. (b) If the Provider delivers to the Recipient a written notice stating that certain Confidential Information of the Provider may be disclosed only to specified Representatives of the Recipient, then, notwithstanding anything to the contrary contained in section 5(a)(ii) above, the Recipient shall not thereafter disclose or permit the disclosure of terminates for any of such Confidential Information to any other Representative of the Recipient. (c) If the Recipient or any of the Recipient’s Representatives is required by applicable 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 Representatives will use 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 other 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, and if the Recipient has been advised by its internal counsel or other reputable external legal counsel confirming that the disclosure of such Confidential Information is legally required, then the Recipient may disclose such Confidential Information to the extent legally requiredreason; provided, however, that the a Recipient (A) may retain one (1) copy for its legal archival purposes, (B) will not be required to remove electronic files, and its Representatives (C) will use their reasonable efforts not be required to ensure return or destroy records that such Confidential Information is treated confidentially by each Person to whom it is disclosedrequired to maintain under applicable laws, rules, or regulations, including, without limitation, records in a Party’s quality systems relating to Products.

Permitted Disclosures. (a) Notwithstanding anything to the limitations set forth contrary in section 3 abovethis Article, the Recipient may disclose the Discloser’s Confidential Information: (i) as may be required to comply with a court order or subpoena so long as the Recipient may disclose Confidential Information of the Provider if secures whatever confidentiality protections are available under that law, and gives to the extent that the Provider consents in writing Discloser both reasonably prompt notice and an opportunity to intervene, and/or (ii) to the Recipient’s disclosure thereof;Affiliates, and/or to Third Persons, as may reasonably be required to carry out the Recipient’s obligations and/or to exercise the rights or licenses expressly granted under this JDA, provided that each such Affiliate or Third Person undertakes obligations of confidentiality that are at least as stringent to those undertaken by the Parties hereunder, and obligations of limited use that are reasonably appropriate for the situation, and/or Confidential (iiiii) subject to section 5(b) below, in a patent application for which the Recipient may disclose Confidential Information of the Provider to any Representative of the Recipientfiling is authorized by Paragraph 5.4, but only to the extent such Representative: (A) needs to know that such Confidential Information information is reasonably necessary to provide enabling support for any patent claim covering a Development owned by the purpose Recipient, and/or (iv) to the Recipient’s legal counsel in confidence, and/or (v) to appropriate governmental agencies (and to Recipient’s relevant governmental-approval consultants) as, and when, reasonably required for regulatory review or approval of helping the Recipient evaluate or negotiate a possible negotiated transaction between the Parties; Product, so long as Discloser is first consulted and (B) has been informed of the obligations set forth in this Agreement and has agreed provided a reasonable time to abide and be bound by the provisions hereof; and (iii) subject to section 5(c) belowperform any associated patent filings on Discloser-owned Developments or related background technologies. Where appropriate, the Recipient may disclose Confidential Information will make a claim of the Provider to the extent confidentiality. (vi) as required by applicable law and regulations (including the regulations of a stock exchange), including without limitation the regulations. of the U.S. Securities and Exchange Commission and Nasdaq, so long as Discloser is first consulted and has been provided a reasonable time to perform any associated patent filings on Discloser-owned Developments or governmental regulation or by subpoena or other valid legal processrelated background technologies. Where appropriate, the Recipient will make a claim of confidentiality. (b) If the Provider delivers to the Recipient a written notice stating that certain Confidential Information of the Provider may be disclosed only to specified Representatives of the Recipient, then, notwithstanding Notwithstanding anything to the contrary contained in section 5(a)(iithis Article, Dow may disclose (i) aboveits Generated Items generated under the Parallel Agreement and/or (ii) such JDA Information relating to the purification of microbe-based oils and dielectric fluids, in a patent application currently with or subsequent to Solazyme’s filing of a patent application that claims or discloses such JDA Information relating to the Recipient shall not thereafter disclose or permit the disclosure purification of any of such Confidential Information to any other Representative of the Recipientmicrobe-based oils. (c) If Notwithstanding anything to the Recipient or any contrary in this Article, the terms of the Recipient’s Representatives is required this Agreement may be disclosed by applicable law or governmental regulation or by subpoena or other valid legal process a Party to disclose any of the Provider’s Confidential Information to any Personinvestment bankers, 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 Representatives will use 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 other 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 Providerinvestors, and if potential investors or acquirers (and their agents), in the Recipient has been advised context of a potential transaction, each of whom prior to disclosure must be bound by its internal counsel or other reputable external legal counsel confirming that the disclosure similar obligations of such Confidential Information is legally required, then the Recipient may disclose such Confidential Information confidentiality and non-use at least equivalent in scope to the extent legally required; provided, however, that the Recipient and its Representatives will use their reasonable efforts to ensure that such Confidential Information is treated confidentially by each Person to whom it is disclosedthose set forth in this Article 7.

Permitted Disclosures. Notwithstanding any other provision to the contrary set forth in this Agreement, Recipient’s (or its Affiliates’) disclosure of the other Party’s (or any of such Party’s Affiliates’) Confidential Information shall not be prohibited if such disclosure: (a) Notwithstanding is in response to a valid request or order of a court or other Governmental Authority, including the limitations set forth in section 3 above: rules and regulations promulgated by the Securities and Exchange Commission (or similar foreign authority) or any other Governmental Authority; (b) is otherwise required by applicable Law or rules of a nationally or internationally recognized securities exchange or Nasdaq; (c) is made: (i) the Recipient may disclose Confidential Information of the Provider if and to the extent that the Provider consents in writing to the Recipient’s disclosure thereof; existing or proposed direct or indirect financial investors, lenders, financing sources and partners or (ii) subject to section 5(bbona fide potential acquirers who are conducting due diligence with respect to the potential acquisition of (x) below, the Recipient may disclose Confidential Information all or substantially all of the Provider to any Representative shares of the Recipient, but only to the extent 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; 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, the Recipient may disclose Confidential Information of the Provider to the extent required by applicable law or governmental regulation or by subpoena or other valid legal process. (b) If the Provider delivers to the Recipient a written notice stating that certain Confidential Information of the Provider may be disclosed only to specified Representatives of the Recipient, then, notwithstanding anything to the contrary contained in section 5(a)(ii) above, the Recipient shall not thereafter disclose or permit the disclosure of any of such Confidential Information to any other Representative of the Recipient. (c) If the Recipient or any of its Affiliates or (y) all or substantially all of the Recipient’s Representatives assets of the Recipient or any of its Affiliates pertaining to the subject matter of this Agreement; provided that in the case of each of (i) and (ii), Recipient will reasonably redact the Confidential Information that is not necessary in order for such Third Party to evaluate the applicable transaction, and such Third Party recipient of Confidential Information has entered into a written confidentiality and non-use agreement no less restrictive than the terms set forth in this ARTICLE XI (Confidentiality); or (d) is made to patent offices in order to seek or obtain Patent Rights or to Regulatory Authorities in order to seek or obtain approval to conduct clinical trials or to gain Regulatory Approval with respect to a Product as contemplated by this Agreement, provided that such disclosure under this subsection (d) may be made only to the extent reasonably necessary to seek or obtain such Patent Rights or Regulatory Approvals, and the Recipient (or its applicable Affiliate(s)) shall use Commercially Reasonable Efforts to obtain confidential treatment of such information. If a Recipient is required by applicable law or governmental regulation or by subpoena or other valid legal process to disclose any of the Provider’s Confidential Information pursuant to Section XI.3(a) (Permitted Disclosures) or Section XI.3(b) (Permitted Disclosures), then prior to any Personsuch disclosure, then the Recipient will promptly shall, to the extent legally permitted and practicable, provide the Provider disclosing Party with prior written notice of such disclosure in order to permit the applicable law, regulation or process so that the Provider may disclosing Party to seek a protective order or other appropriate remedy. The Recipient confidential treatment of such disclosing Party’s Confidential Information, and its Representatives will use reasonable efforts to cooperate with in the Provider and event of the Providerdisclosing Party’s Representatives in any attempt by the Provider failure to obtain any such protective order or other remedy. If the Provider elects not to seekorder, or is unsuccessful in obtaining, any such protective order or other remedy in connection with any requirement that the Recipient shall only disclose Confidential Information of the Provider, and if the Recipient has been advised by its internal counsel or other reputable external legal counsel confirming that the disclosure of such Confidential Information information which is legally required, then the Recipient may disclose such Confidential Information required to the extent legally required; provided, however, that the Recipient and its Representatives will use their reasonable efforts to ensure that such Confidential Information is treated confidentially by each Person to whom it is be disclosed.

Permitted Disclosures. (a) Notwithstanding the limitations set forth in section 3 1 above: (i) the Recipient may disclose Confidential Information of the Provider if and to the extent that the Provider consents in writing to the Recipient’s disclosure thereof; (ii) subject to section 5(b3(b) below, the Recipient may disclose Confidential Information of the Provider to any Representative of the Recipient, but only to the extent 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; and (B) has been informed provided with a copy of the obligations set forth in this Agreement and has agreed (for the express benefit of the Provider) to abide and be bound by the provisions hereof; and (iii) subject to section 5(c3(c) below, the Recipient may disclose Confidential Information of the Provider to the extent required by applicable law or governmental regulation or by subpoena or other valid legal process. (b) If the Provider delivers to the Recipient a written notice stating that certain Confidential Information of the Provider may be disclosed only to specified Representatives of the Recipient, then, notwithstanding anything to the contrary contained in section 5(a)(ii3(a)(ii) above, the Recipient shall not thereafter disclose or permit the disclosure of any of such Confidential Information to any other Representative of the Recipient. (c) If the Recipient or any of the Recipient’s Representatives is required by applicable 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 Representatives (and the expense of the Provider) will use 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 other 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, and if the Recipient has been is advised by its internal counsel or other reputable external outside legal counsel 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 reasonable best efforts to ensure that such Confidential Information is treated confidentially by each Person to whom it is disclosed.

Permitted Disclosures. (a) Notwithstanding the limitations set forth in section 3 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 that the Provider consents in writing to the Recipient’s (or, if applicable, any of its Representative’s) disclosure thereof; (ii) subject to section 5(bSection 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 such Representative: Representative (A) needs to know such Confidential Information for the purpose of helping the Recipient evaluate consider, evaluate, negotiate or negotiate a possible negotiated transaction between consummate the Parties; Transaction, and (B) has been informed of the obligations set forth in this Agreement and has agreed directed to abide and be bound by the provisions hereofhereof or is otherwise bound by confidentiality obligations at least as restrictive as those contained in this Agreement; and (iii) subject to section 5(cSection 4(c) below, the Recipient (and, if applicable, any of its Representatives) may disclose Confidential Information of the Provider to the extent required by applicable law or law, rule, governmental regulation (including in connection with any legal, regulatory, judicial or administrative process or any audit or inquiry by subpoena a regulator, bank examiner or other valid legal processauditor), 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 delivers to the Recipient a written notice stating that certain 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 5(a)(iiSection 4(a)(ii) above, the Recipient (and, if applicable, such specified Representatives) shall not thereafter disclose or permit the disclosure of any of such Confidential Information to any other Representative of the Recipient. (c) If the Recipient or any of the Recipient’s Representatives is required by applicable law or governmental regulation or by subpoena or other valid legal process Law to disclose any of the Provider’s Confidential Information to any Person, then the Recipient will use commercially reasonable efforts to promptly provide the Provider with written notice of the applicable law, regulation or process thereof so that the Provider may (at its sole cost and expense) seek a protective order or other appropriate remedy. The Recipient and its Representatives will use reasonable efforts to cooperate reasonably (at Provider’s sole cost and expense) with the Provider and the Provider’s Representatives in any attempt by the Provider to obtain any such protective order or other 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 remedy, the Recipient or any of its Representatives, as applicable and as legally required, may disclose Confidential Information of the Provider, and if the Recipient has been advised by its internal counsel or other reputable external legal counsel 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 Provider and its Representatives will may use their reasonable best efforts to ensure that such Confidential Information is treated confidentially by each Person to whom it is disclosed.

Permitted Disclosures. The confidentiality obligations contained in Section 8.1 shall not apply to the extent that (a) Notwithstanding any receiving Party (the limitations set forth in section 3 above: “Recipient”) is required to disclose information by law, regulation or order of a governmental agency or a court of competent jurisdiction, 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 than as a result of actions of the 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 Recipient on an unrestricted basis from a source not under a duty of confidentiality to the other Party; or (iv) the disclosed information was independently developed by the Recipient without use of the Confidential Information disclosed by the other Party. In addition, Company may disclose Confidential Information of regarding the Provider if and to Licensed Know-How or otherwise received from Licensor for the extent that the Provider consents in writing to the Recipient’s disclosure thereof; (ii) subject to section 5(b) below, the Recipient may disclose Confidential Information of the Provider to any Representative of the Recipient, but only to the extent such Representativefollowing purposes: (A) needs to know such Confidential Information regulatory filings and other filings with Governmental Authorities, including filings with the FDA, as necessary for the purpose development or commercialization of helping the Recipient evaluate or negotiate a possible negotiated transaction between the Parties; Licensed Compounds and Products, (B) has been informed prosecuting or defending litigation, and (C) complying with Applicable Law, including regulations promulgated by securities exchanges. Furthermore, each Party may disclose the stage of data regarding the development and commercialization of Licensed Compounds and Products under this Agreement to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner, provided that each disclosee must be bound by obligations of confidentiality and non-use consistent with those 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, the Recipient may disclose Confidential Information of the Provider to the extent required by applicable law or governmental regulation or by subpoena or other valid legal processAgreement. (b) If the Provider delivers to the Recipient a written notice stating that certain Confidential Information of the Provider may be disclosed only to specified Representatives of the Recipient, then, notwithstanding anything to the contrary contained in section 5(a)(ii) above, the Recipient shall not thereafter disclose or permit the disclosure of any of such Confidential Information to any other Representative of the Recipient. (c) If the Recipient or any of the Recipient’s Representatives is required by applicable 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 Representatives will use 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 other 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, and if the Recipient has been advised by its internal counsel or other reputable external legal counsel 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 reasonable efforts to ensure that such Confidential Information is treated confidentially by each Person to whom it is disclosed.

Permitted Disclosures. (a) Notwithstanding the limitations set forth in section 3 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 that the Provider consents in writing to the Recipient’s (or, if applicable, any of its Representative’s) disclosure thereof; (ii) subject to section 5(bSection 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 such Representative: Representative (A) needs to know such Confidential Information for the purpose of helping the Recipient evaluate consider, evaluate, negotiate or negotiate a possible negotiated transaction between consummate the Parties; Transaction, and (B) has been informed instructed to comply with the applicable provisions of the obligations set forth in this Agreement and has agreed to abide and be comply with the applicable provisions hereof or is otherwise bound by the provisions hereofconfidentiality obligations at least as restrictive as those contained in this Agreement; and (iii) subject to section 5(cSection 4(c) below, the Recipient (and, if applicable, any of its Representatives) may disclose Confidential Information of the Provider to the extent required by applicable law or law, rule, governmental regulation (including in connection with any legal, regulatory, judicial or administrative process or any audit or inquiry by subpoena a regulator, bank examiner or other valid legal processauditor), 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 delivers to the Recipient a written notice stating that certain 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 5(a)(iiSection 4(a)(ii) above, the Recipient (and, if applicable, such specified Representatives) shall not thereafter disclose or permit the disclosure of any of such Confidential Information to any Representative other Representative of the Recipientthan those specified by Provider. (c) If the Recipient or any of the Recipient’s Representatives is required by applicable law or governmental regulation or by subpoena or other valid legal process Law to disclose any of the Provider’s Confidential Information to any Person, then the Recipient will promptly will, so long as it is permitted by Law, promptly, and in any event within five (5) business days, provide the Provider with written notice of the applicable law, regulation or process Law so that the Provider may seek a protective order or other appropriate remedy. The Recipient and its Representatives will use reasonable efforts to reasonably cooperate with the Provider and the Provider’s Representatives in any reasonable attempt by the Provider to obtain any such protective order or other remedy. If the Provider elects not to seek, or is unsuccessful in obtaining, to the extent applicable, 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 has been advised by its internal counsel or other reputable external obtains advice of legal 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 ensure that such Confidential Information is treated confidentially by each Person to whom it is disclosed. Notwithstanding the foregoing, Confidential Information may be disclosed, and no notice as referenced above is required to be provided, pursuant to requests for information in connection with routine supervisory examinations by regulatory authorities with jurisdiction over the Recipient or its Representatives and not directed at the Provider or the Transaction; provided that the Recipient or its Representatives, as applicable, inform any such authority of the confidential nature of the information disclosed to them and to keep such information confidential in accordance with such authority’s policies and procedures.

Permitted Disclosures. (a) Notwithstanding the limitations set forth in section 3 Section 1 above: (i) the Recipient may disclose Confidential Information of the Provider if and to the extent that the Provider consents in writing to the Recipient’s disclosure thereof; (ii) subject to section 5(bSection 4(b) below, the Recipient may disclose Confidential Information of the Provider to any Representative of the Recipient, but only to the extent such Representative: Representative (A) needs to know such Confidential Information for the purpose of helping the Recipient evaluate or negotiate a possible negotiated transaction Transaction between the Parties; , and (B) has been informed provided with a copy of the obligations set forth in this Agreement and has agreed to abide and be bound by the provisions hereofhereof or is otherwise bound by confidentiality obligations at least as restrictive as those contained in this Agreement; and (iii) subject to section 5(cSection 4(c) below, the Recipient may disclose Confidential Information of the Provider to the extent required by applicable law or governmental regulation or by subpoena or other valid legal processprocess or stock exchange rule. (b) If the Provider delivers to the Recipient a written notice stating that certain Confidential Information of the Provider may be disclosed only to specified Representatives of the RecipientRecipient (such notice, a “Permitted Representatives Notice”), then, notwithstanding anything to the contrary contained in section 5(a)(iiSection 4(a)(ii) above, the Recipient shall not thereafter disclose or permit the disclosure of any of such Confidential Information to any other Representative of the Recipient (any such other Representative, an “Impermissible Representative”). For clarity, if the Recipient disclosed, or permitted the disclosure of, any such certain Confidential Information to an Impermissible Representative prior to the Recipient’s receipt of the Permitted Representatives Notice, such disclosure shall not be deemed a breach of this Agreement. (c) If the Recipient or any of the Recipient’s Representatives is required by applicable 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 Representatives will use 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 other 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, and if the Recipient has been advised by its internal counsel or other reputable external legal counsel 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 reasonable efforts to ensure that such Confidential Information is treated confidentially by each Person to whom it is disclosed.will

Permitted Disclosures. (a) Notwithstanding the limitations set forth in section 3 above: (i) the Recipient Inverness may disclose Confidential Information of the Provider if and to the extent that the Provider Biosite consents in writing to the Recipient’s Inverness’ disclosure thereof; (ii) subject to section 5(b) below, the Recipient Inverness may disclose Confidential Information of the Provider to any Representative of the RecipientInverness, but only to the extent such Representative: (A) needs to know such Confidential Information for the purpose of helping the Recipient Inverness evaluate or negotiate a possible negotiated transaction between the Parties; 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, the Recipient Inverness may disclose Confidential Information of the Provider to the extent required by applicable law or governmental regulation or by subpoena or other valid legal process. (b) If the Provider Biosite delivers to the Recipient Inverness a written notice stating that certain Confidential Information of the Provider may be disclosed only to specified Representatives of the RecipientInverness, then, notwithstanding anything to the contrary contained in section 5(a)(ii) above, the Recipient Inverness shall not thereafter disclose or permit the disclosure of any of such Confidential Information to any other Representative of the RecipientInverness. (c) If the Recipient Inverness or any of the Recipient’s Inverness’ Representatives is required by applicable 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 Inverness will promptly provide the Provider Biosite with written notice of the applicable law, regulation or process so that the Provider Biosite may seek a protective order or other appropriate remedy. The Recipient Inverness and its Representatives will use reasonable efforts to cooperate with the Provider Biosite and the ProviderBiosite’s Representatives in any attempt by the Provider Biosite to obtain any such protective order or other remedy. If the Provider Biosite elects not to seek, or is unsuccessful in obtaining, any such protective order or other remedy in connection with any requirement that the Recipient Inverness disclose Confidential Information of the ProviderInformation, and if the Recipient Inverness has been advised by its internal counsel or other reputable external legal counsel confirming that the disclosure of such Confidential Information is legally required, then the Recipient Inverness may disclose such Confidential Information to the extent legally required; provided, however, that the Recipient Inverness and its Representatives will use their reasonable efforts to ensure that such Confidential Information is treated confidentially by each Person to whom it is disclosed.

Permitted Disclosures. (a) Notwithstanding the limitations set forth in section 3 Section 1 above: (i) the Recipient and its Representatives may disclose Confidential Information of the Provider if and to the extent that the Provider or any of its authorized Representatives (which, in the case of Accolade, is only the special committee of the Board of Directors of Accolade formed for the purpose of evaluating the Potential Transaction (the “Special Committee”) or any member thereof, any of Accolade’s or the Special Committee’s financial advisors, investment bankers, or legal counsel, any of Accolade’s Chief Executive Officer, Chief Financial Officer, or General Counsel, or any other Representative of Accolade approved in writing by any of the foregoing (which may be provided by email) (collectively, the “Designated Accolade Representatives”)) consents in writing to the Recipient’s disclosure thereof; (ii) subject to section 5(bSection 3(b) below, the Recipient may disclose Confidential Information of the Provider to any Representative of the Recipient, but only to the extent such Representative: 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; Purpose, and (B) has been informed of the obligations set forth in this Agreement confidential nature of the Confidential Information and has agreed to abide and be bound by the provisions hereofhereof or is otherwise bound by confidentiality obligations at least as restrictive as those contained in this Agreement; and (iii) subject to section 5(cSection 3(c) below, the Recipient may disclose Confidential Information of the Provider to the extent required by applicable law law, rule, or governmental regulation (including the rules, regulations and listing standards of any stock exchange or self-regulatory organizations), or by subpoena any judicial, administrative, arbitral, audit, or other valid similar proceeding or legal process, or any order, arbitral award, or other similar document or directive. (b) If prior to providing or making available certain Confidential Information to the Recipient or any of its Representatives, the Provider delivers to the Recipient a written notice stating that certain the disclosure of such Confidential Information of the Provider may be disclosed only to specified Representatives of the Recipient, then, then notwithstanding anything to the contrary contained in section 5(a)(iiSection 3(a)(ii) above, and without limiting Section 3(a)(iii) above, the Recipient shall not thereafter disclose or permit the disclosure of any of such Confidential Information to any other Representative of the RecipientRecipient (other than as may be mutually agreed by the parties, not to be unreasonably withheld, conditioned, or delayed). (c) If the Recipient or any of the Recipient’s Representatives is required by applicable law or governmental regulation or by subpoena or other valid legal process Law to disclose any of the Provider’s Confidential Information to any Person, then then, to the extent legally permissible, the Recipient will promptly provide the Provider with written notice of the applicable law, regulation or process Law so that the Provider may seek a protective order or other appropriate remedy. The Recipient and its Representatives will use commercially reasonable efforts to cooperate (at the Provider’s expense) with the Provider and the Provider’s Representatives in any attempt by the Provider to obtain any such protective order or other 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 or any of the Recipient’s Representatives disclose Confidential Information of the Provider, and if the Recipient has been advised by or its internal counsel or other reputable external applicable Representative obtains advice of outside legal counsel confirming that the disclosure of such Confidential Information is legally requiredrequired by such applicable Law, then the Recipient and its applicable Representatives may disclose such Confidential Information to the extent legally requiredrequired pursuant to Law; provided, however, that the Recipient and its applicable Representatives will use their commercially reasonable efforts to ensure obtain assurances that such Confidential Information is treated will be held confidentially by each Person to whom it is disclosed. Notwithstanding the foregoing, no such notice or cooperation shall be required by the Recipient or any of its Representatives in connection with any routine or ordinary course audit or examination from a bank examiner, auditor, regulatory authority or self-regulatory authority that is not specifically targeted towards the Potential Transaction or the Provider or any of its Confidential Information, provided that, in each case, so long as such disclosure is only to the extent requested, is only made to the requesting bank examiner, auditor, regulatory authority or self-regulatory authority.

Permitted Disclosures. (a) Notwithstanding the limitations set forth in section 3 Section 1(b) above: (i) the Recipient (and, if applicable, any of its Representatives) may disclose Confidential Information of the Provider if and to the extent that the Provider consents in writing to the Recipient’s (or, if applicable, any of its Representatives’) disclosure thereof; (ii) subject to section 5(bSection 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 such Representative: Representative (A) needs to know such Confidential Information for the purpose of helping the Recipient evaluate evaluate, negotiate or negotiate a possible negotiated transaction between consummate the Parties; Transaction, and (B) has been informed of the obligations set forth in this Agreement and has agreed to abide and be bound by the provisions hereofhereof or is otherwise bound by confidentiality obligations at least as restrictive as those contained in this Agreement; and (iii) subject to section 5(cSection 4(c) below, the Recipient (and, if applicable, any of its Representatives) may disclose Confidential Information of the Provider to the extent required by applicable law or law, governmental regulation regulation, subpoena or by subpoena or other valid legal processprocess (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, any of its Representatives), the Provider delivers to the Recipient a written notice stating that certain 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 5(a)(iiSection 4(a)(ii) above, the Recipient (and, if applicable, any of its Representatives) shall not thereafter disclose or permit the disclosure of any of such Confidential Information to any other Representative of the Recipient. (c) If the Recipient or any of the Recipient’s Representatives is required by applicable law or governmental regulation or by subpoena or other valid legal process Law to disclose any of the Provider’s Confidential Information to any Person, then the Recipient will will, to the extent legally permitted, promptly provide the Provider with written notice of the applicable law, regulation or process Law so that the Provider may (at its sole cost and expense) seek a protective order or other appropriate remedy. The Recipient and its Representatives will use reasonable efforts to reasonably cooperate with the Provider and the Provider’s Representatives in any attempt by the Provider to obtain any such protective order or other remedyremedy (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 legally required, disclose Confidential Information of the Provider, and if the Recipient has been advised by obtains advice of its internal counsel or other reputable external outside legal 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 ensure that such Confidential Information is treated confidentially by each Person to whom it is disclosed.

Permitted Disclosures. The non-disclosure and non-use obligations contained in Section 15.2(d) do not apply only to the extent that (a) Notwithstanding any receiving Member ("Recipient") is required (i) to disclose information by applicable law, order, or regulation of a government agency or a court of competent jurisdiction, or (ii) to disclose information to any government agency for purposes of obtaining approval to test or market a Company product; or (b) the limitations set forth in section 3 above: Recipient can demonstrate that (i) the Recipient may disclose Confidential Information disclosed information was public knowledge at the time of the Provider if and to the extent that the Provider consents in writing such disclosure to the Recipient’s disclosure thereof; , or thereafter became public knowledge, other than a result of action or omission of the Recipient in violation hereof; (ii) subject to section 5(b) below, the disclosed information was rightfully known by the Recipient may disclose (as shown by its written records) prior to the date of disclosure to the Recipient by the other Member hereunder; (iii) the disclosed information was disclosed to the Recipient on an unrestricted basis from a source unrelated to any Member and not under a duty of confidentiality to the other Member; (iv) the disclosed information is required to be made public in compliance with any legal, regulatory or stock exchange requirement; (v) the disclosed information, was independently developed by the Recipient (as shown by its written records) without use of Company Confidential Information disclosed by the other Member; or (c) the Recipient desires to disclose summaries of the Provider to any Representative of the Recipientsuch information solely, but only to the extent such Representative: (A) needs summaries relate to know the Research Plan, as part of a prospectus, private placement memorandum or similar disclosure document used in soliciting funds from investors or lenders, provided that in such case Recipient shall provide a copy to the other Member and seek its consent to such use, which consent shall not unreasonably be withheld or delayed. If the Recipient must disclose the Company Confidential Information for the purpose of helping the Recipient evaluate or negotiate a possible negotiated transaction between the Parties; and (B) has been informed of the obligations as 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, the Recipient may disclose Confidential Information of the Provider to the extent required by applicable law or governmental regulation or by subpoena or other valid legal process. (b) If the Provider delivers to the Recipient a written notice stating that certain Confidential Information of the Provider may be disclosed only to specified Representatives of the Recipient, then, notwithstanding anything to the contrary contained in section 5(a)(ii) above, the Recipient shall not thereafter disclose or permit the disclosure of any of such Confidential Information to any other Representative of the Recipient. (c) If the Recipient or any of the Recipient’s Representatives is required by applicable law or governmental regulation or by subpoena or other valid legal process to disclose any of the Provider’s Confidential Information to any PersonSection 15.12, then the Recipient will promptly provide shall notify the Provider with written notice other Member in writing prior to any disclosure of the applicable law, regulation or process so that the Provider may seek a protective order or other appropriate remedy. The Recipient and its Representatives will use 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 other 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, and if the Recipient has been advised by its internal counsel or other reputable external legal counsel confirming that the disclosure of such Confidential Information is legally required, then the Recipient may disclose such Company Confidential Information to provide the extent legally required; provided, however, information that is to be disclosed to the Recipient and its Representatives will use their reasonable efforts to ensure that other Member seventy-two (72) hours in advance of such Confidential Information is treated confidentially by each Person to whom it is discloseddisclosure.

Permitted Disclosures. (a) Notwithstanding the limitations set forth in section 3 Section 1 above: (i) the Recipient may disclose Confidential Information of the Provider if and to the extent that the Provider consents in writing to the Recipient’s disclosure thereof; (ii) subject to section 5(bSection 4(b) below, the Recipient may disclose Confidential Information of the Provider to any Representative of the Recipient, but only to the extent such Representative: Representative (A) needs to know such Confidential Information for the purpose of helping the Recipient evaluate or negotiate a possible negotiated transaction Transaction between the Parties; , and (B) has been informed of directed by the obligations set forth in this Agreement and has agreed Recipient to abide and be bound by the provisions hereofhereof applicable to Representatives; and (iii) subject to section 5(cSection 4(c) below, the Recipient may disclose Confidential Information of the Provider to the extent required by applicable law or governmental regulation or by subpoena or other valid legal process. (b) If the Provider delivers to the Recipient a written notice stating that certain Confidential Information of the Provider may be disclosed only to specified Representatives of the Recipient, then, notwithstanding anything to the contrary contained in section 5(a)(iiSection 4(a)(ii) above, the Recipient shall not thereafter disclose or permit the disclosure of any of such Confidential Information to any other Representative of the Recipient. (c) If the Recipient or any of the Recipient’s Representatives is required by applicable 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 immediately provide the Provider with written notice of the applicable law, regulation or process so that the Provider may seek seek, at its sole expense, a protective order or other appropriate remedy. The Recipient and its Representatives will use 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 other 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, and if the Recipient has been advised by its internal counsel or other reputable external legal counsel 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 reasonable efforts to ensure that such Confidential Information is treated confidentially by each Person to whom it is disclosed.

Permitted Disclosures. (a) Notwithstanding the limitations set forth in section 3 above: (i) the The Recipient may disclose Confidential Information of the Provider if and to the extent that any of the Provider consents following applies: the Council Organisation has consented in writing to such disclosure; the Recipient’s disclosure thereof; (ii) subject is to section 5(b) below, the Recipient may disclose Confidential Information of the Provider to any a Representative of the Recipient, but only to the extent such Representative: (A) Recipient who needs to know such the Confidential Information for the purpose of helping Purpose and the Recipient evaluate has complied with clause 2. in relation to the disclosure; or negotiate a possible negotiated transaction between the Partiesdisclosure is required by law and the Recipient has complied with clause 1.4. in relation to the disclosure. If the Recipient considers that disclosure of any Confidential Information is required by law, it must: immediately notify the Council Organisation of the requirement; take all reasonable steps lawfully to resist or narrow the requirement to disclose the Confidential Information; and (B) has been informed assist and co-operate with the Council Organisation if the Council Organisation seeks to limit or resist the requirement for the Confidential Information to be disclosed. If the Recipient becomes aware of the obligations set forth in any unauthorised access to, or use or disclosure of, Confidential Information, or any suspected or possible breach of this Agreement and has agreed to abide and be bound by the provisions hereof; and (iii) subject to section 5(c) belowAgreement, the Recipient must: immediately notify the Council Organisation in writing giving details of the suspected or possible breach; do everything necessary to remedy the unauthorised access to, or use or disclosure of, the Confidential Information, or to prevent the suspected or possible breach of this Agreement; comply with all written directions from the Council Organisation (including those received by email) in relation to the actual, suspected or possible breach of this Agreement; and give the Council Organisation all assistance required in connection with proceedings which the Council Organisation may disclose institute against any person for breach of confidence or otherwise. The Recipient must ensure that, before any of its Representatives are provided with or have access to Confidential Information, the Representatives are made aware of the confidential nature of the Confidential Information and the terms of this Agreement. If required by item 3. of the Provider Specific Terms, the Recipient must maintain an up to the extent date register of all its Representatives to whom Confidential Information has been disclosed. If required by applicable law item 4. of the Specific Terms, the Recipient must ensure that each Representative who will be provided with, or governmental regulation or by subpoena or other valid legal process. (b) If the Provider have access to, Confidential Information signs and delivers to the Council Organisation an undertaking to comply with the terms of this Agreement, in a form specified by the Council Organisation (acting reasonably). The Recipient a written notice stating must ensure that certain Confidential Information of the Provider may be disclosed only its Representatives do not do or fail to specified Representatives of the Recipientdo anything that, then, notwithstanding anything to the contrary contained in section 5(a)(ii) above, if done or not done by the Recipient shall not thereafter disclose or permit the disclosure of any of such Confidential Information would amount to any other Representative of the Recipient. (c) If the Recipient or any a breach of the Recipient’s Representatives is required by applicable 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 Representatives will use reasonable efforts to cooperate with the Provider and the Provider’s Representatives obligations in any attempt by the Provider to obtain any such protective order or other 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, and if the Recipient has been advised by its internal counsel or other reputable external legal counsel 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 reasonable efforts to ensure that such Confidential Information is treated confidentially by each Person to whom it is disclosedthis Agreement.

Permitted Disclosures. (a) Notwithstanding the limitations set forth in section 3 1 above: (i) the Recipient may disclose Confidential Information of the Provider if and to the extent that the Provider Company consents in writing to the Recipient’s 's disclosure thereof; (ii) subject to section 5(b4(b) below, the Recipient may disclose Confidential Information of the Provider to any Representative of the Recipient, but only to the extent such Representative: 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; Recipient and the Company, and (B) has been informed provided with a copy of the obligations set forth in this Agreement letter agreement and has agreed to abide and be bound by the provisions hereof; and (iii) subject to section 5(c4(c) below, the Recipient may disclose Confidential Information of the Provider to the extent required by applicable law or governmental regulation or by subpoena or other valid legal process. (b) If the Provider Company delivers to the Recipient a written notice stating that certain Confidential Information of the Provider may be disclosed only to specified Representatives of the Recipient, Recipient then, notwithstanding anything to the contrary contained in section 5(a)(ii4(a)(ii) above, the Recipient shall not thereafter disclose or permit the disclosure of any of such Confidential Information to any other Representative of the Recipient. (c) If the Recipient or any of the Recipient’s 's Representatives is required by applicable 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 immediately provide the Provider Company with written notice of the applicable law, regulation or process so that the Provider Company may seek a protective order or other appropriate remedy. The Recipient and its Representatives will use reasonable efforts to cooperate fully with the Provider Company and the Provider’s Company's Representatives in any attempt by the Provider Company to obtain any such protective order or other remedy. If the Provider 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 of the ProviderInformation, and if the Recipient has been advised by its internal counsel or other furnishes the Company with a written opinion of reputable external legal counsel acceptable to the 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 reasonable best efforts to ensure that such Confidential Information is treated confidentially by each Person to whom it is disclosed.

Permitted Disclosures. (a) Notwithstanding the limitations set forth in section 3 Section 1 above: (i) the Recipient may disclose Confidential Information of the Provider if and to the extent that the Provider consents in writing to the Recipient’s disclosure thereof; (ii) subject to section 5(b) below, the Recipient may disclose Confidential Information of the Provider to any Representative of the Recipient, but only to the extent such Representative: Representative (A) needs to know such Confidential Information for the purpose of helping the Recipient evaluate or negotiate a possible negotiated transaction Transaction between the Parties; Parties (or any potential transaction described in Section 7 following the expiration or termination of the Standstill Period), and (B) has been informed provided with a copy of the obligations set forth in this Agreement and has agreed to abide and be bound by the provisions hereofhereof or is otherwise bound by confidentiality obligations at least as restrictive as those contained in this Agreement; and (iii) subject to section 5(cSection 4(b) below, the Recipient may disclose Confidential Information of the Provider to the extent required by applicable law or governmental regulation or by subpoena or other valid legal process. (b) If the Provider delivers to the Recipient a written notice stating that certain Confidential Information of the Provider may be disclosed only to specified Representatives of the Recipient, then, notwithstanding anything to the contrary contained in section 5(a)(ii) above, the Recipient shall not thereafter disclose or permit the disclosure of any of such Confidential Information to any other Representative of the Recipient. (c) If the Recipient or any of the Recipient’s Representatives is required by applicable 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 immediately 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 Representatives will use reasonable efforts to cooperate cooperate, at Provider’s expense, with the Provider and the Provider’s Representatives in any attempt by the Provider to obtain any such protective order or other 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, and if the Recipient has been advised by its internal counsel or other reputable external legal counsel 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 reasonable efforts to ensure that such Confidential Information is treated confidentially by each Person to whom it is disclosed.

Permitted Disclosures. (a) Notwithstanding the limitations set forth in section 3 1 above: (i) the Recipient Amgen or its Representatives may disclose Confidential Information of the Provider if and to the extent that the Provider Micromet consents in writing to the RecipientAmgen’s or its Representative’s disclosure thereof; (ii) subject Subject to section 5(b1(b) belowof this Agreement, the Recipient Amgen may disclose Confidential Information of the Provider to any Representative of the RecipientAmgen, but only to the extent such Representative: Representative (A) needs to know such Confidential Information for the purpose of helping the Recipient Amgen evaluate or negotiate a possible negotiated transaction between the Parties; Potential Transaction, and (B) has been informed of the obligations set forth in this Agreement and has agreed to abide and be is bound by obligations of confidentiality at least as restrictive as the provisions hereof; and (iii) subject to section 5(c4(b) below, the Recipient Amgen may disclose Confidential Information of the Provider (1) to the extent required by applicable law or governmental regulation (including without limitation any rule, regulation or policy statement of any national securities exchange, market or automated quotation system on which any of Amgen’s securities are listed or quoted), by subpoena or other valid legal processprocess or in response to a demand by a regulatory agency, or (2) to establish Amgen’s compliance with the terms and conditions hereof or its ongoing rights and responsibilities hereunder in the defense of a claim by Micromet that Amgen has breached this Agreement (including through its Representatives). (b) If the Provider Micromet delivers to the Recipient Amgen a written notice stating that certain specifically identified documents or materials that are Confidential Information of the Provider may be disclosed only to specified Representatives of Amgen prior to the Recipientdelivery of such to Amgen or its Representatives, then, notwithstanding anything to the contrary contained in section 5(a)(iiSection 4(a)(ii) above, the Recipient shall Amgen will not thereafter disclose or permit the disclosure of any of such Confidential Information to any other Representative of the RecipientAmgen unless otherwise authorized by Micromet. (c) If the Recipient Amgen or any of the RecipientAmgen’s Representatives is required by applicable law or governmental regulation (including without limitation any rule, regulation or policy statement of any national securities exchange, market or automated quotation system on which any of Amgen’s securities are listed or quoted) or by subpoena or other valid legal process or in response to a demand by a regulatory agency to disclose any of the Provider’s Confidential Information to any Person, then the Recipient Amgen will promptly provide the Provider Micromet with written notice of the applicable law, regulation or process requirement so that the Provider Micromet may seek a protective order or other appropriate remedy. The Recipient and its Representatives Amgen will use commercially reasonable efforts (i) to cooperate fully with the Provider Micromet and the ProviderMicromet’s Representatives in any attempt by the Provider Micromet to obtain any such protective order or other remedyremedy and (ii) cause its Representatives to do the same. If the Provider Micromet elects not to seek, or is unsuccessful in obtaining, any such protective order or other remedy in connection with any requirement that the Recipient Amgen disclose Confidential Information of the ProviderInformation, and if the Recipient has been advised by its internal counsel or other Amgen furnishes Micromet with a written opinion of reputable external legal counsel confirming that the disclosure of such Confidential Information is legally required, then the Recipient Amgen may disclose such Confidential Information to the extent legally required; provided, however, that the Recipient and its Representatives Amgen will use their its commercially reasonable efforts to ensure that such Confidential Information is treated confidentially by each Person to whom it is discloseddisclosed and will use its commercially reasonable efforts to cause its Representatives to do the same; provided, that in no event will Amgen or its Representatives be required to make any undertaking beyond that which it would undertake to protect the confidentiality of its own confidential information of a similar nature in the ordinary course of its business, but in no case shall Amgen use less than reasonable care in the protection of such Confidential Information.

Permitted Disclosures. (a) Notwithstanding the limitations set forth in section 3 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 that the Provider consents in writing to the Recipient’s (or, if applicable, any of its Representative’s) disclosure thereof; (ii) subject to section 5(bSection 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 if such Representative: Representative (A) needs access to know such Confidential Information for the purpose of helping assisting the Recipient evaluate in the evaluating, negotiating or negotiate a possible negotiated transaction between consummating the Parties; Transaction, and (B) has been informed provided with a copy of the obligations set forth in this Agreement and has agreed been instructed to abide and be bound by the provisions hereofhereof or is otherwise bound by confidentiality obligations at least as restrictive as those contained in this Agreement; and (iii) subject to section 5(cSection 4(c) below, the Recipient (and, if applicable, any of its Representatives) may disclose Confidential Information of the Provider to the extent required by applicable law or law, rule, governmental regulation (including in connection with any legal, regulatory, judicial or administrative process or any audit or inquiry by subpoena a regulator, bank examiner or other valid legal processauditor), self-regulating organization, pursuant to mandatory professional ethics rules or as required by the rules and regulations of any securities exchange (collectively, “Law”). (b) If prior to providing certain Confidential Information to the Recipient (and, if applicable, its Representatives), the Provider delivers to the Recipient a written notice stating that certain 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 5(a)(iiSection 4(a)(ii) above, the Recipient {and, if applicable, such specified Representatives) shall not thereafter disclose or permit the disclosure of any of such Confidential Information to any other Representative of the Recipient. (c) If the Recipient or any of the Recipient’s Representatives is required by applicable law or governmental regulation or by subpoena or other valid legal process Law to disclose any of the Provider’s Confidential Information to any Person, then the Recipient will promptly will, unless prohibited by applicable Law, within two business days, provide the Provider with written notice of the applicable law, regulation or process Law so that the Provider may seek a at its sole cost and expense an appropriate protective order or other appropriate protective remedy. The Recipient will, and will direct its Representatives will use 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 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, and if the Recipient has been advised by its internal counsel or other reputable external legal 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 requiredrequired by Law; provided, however, that the Recipient and its Representatives will use their commercially reasonable efforts to ensure that such Confidential Information is treated confidentially by each such Person to whom it is disclosed.

Permitted Disclosures. (a) Notwithstanding the limitations set forth in section 3 Section 1 above: (i) the Recipient (and, if applicable, its Representatives) may disclose Confidential Information of the Provider if and to the extent that the Provider consents in writing to the Recipient’s (or, if applicable, any of its Representative’s) disclosure thereof;; and (ii) subject to section 5(b) below, the Recipient may disclose Confidential Information of the Provider to any Representative of the Recipient, but only to the extent 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; 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(cSection 4(b) below, the Recipient may disclose Confidential Information of the Provider to the extent required by applicable law or governmental regulation or regulation, by subpoena subpoena, interrogatory or other valid legal process, or by the rules of a securities exchange, market or automated quotation system. (b) If the Provider delivers to the Recipient a written notice stating that certain Confidential Information of the Provider may be disclosed only to specified Representatives of the Recipient, then, notwithstanding anything to the contrary contained in section 5(a)(ii) above, the Recipient shall not thereafter disclose or permit the disclosure of any of such Confidential Information to any other Representative of the Recipient. (c) If the Recipient or any of the Recipient’s Representatives is required by applicable law or governmental regulation or regulation, by subpoena subpoena, interrogatory or other valid legal process process, or by the rules of a securities exchange, market or automated quotation system to disclose any of the Provider’s Confidential Information to any Person, then to the extent legally permitted and commercially practicable, the Recipient will promptly provide notify the Provider with written notice of the applicable law, regulation or process thereof so that the Provider may may, in the Provider’s discretion and at its sole cost and expense, seek a protective order or other appropriate remedyremedy to prevent, limit or delay such disclosure or the nature and scope thereof. The Recipient and its Representatives will use reasonable efforts to reasonably cooperate with the Provider and the Provider’s Representatives Representatives, at the Provider’s sole cost and expense, in any attempt by the Provider to obtain any such protective order or other remedy. If the Provider elects not to seek, or is unsuccessful in In obtaining, any such protective order or other remedy in connection with any requirement that the Recipient or any of its Representatives disclose Confidential Information of the Provider, and if Provider within the time period within which Recipient has been advised by or any of its internal counsel or other reputable external legal counsel confirming that the disclosure of Representatives is required to disclose any such Confidential Information is legally requiredInformation, then the Recipient or any of its Representatives may disclose such Confidential Information to the extent legally so required; provided, however, that that, to the extent commercially practicable, the Recipient and its Its Representatives will use their commercially reasonable efforts to ensure obtain assurance that such Confidential Information is treated confidentially by each Person to whom it is disclosed.

Permitted Disclosures. In the event that Purchaser or its Affiliates or any of its or its Affiliates’ Representatives are requested by a governmental or regulatory or self-regulatory authority or required by applicable Law, regulation or legal process (aincluding the regulations of a stock exchange or governmental or regulatory or self-regulatory authority or the order or ruling of a court, administrative agency or other government or regulatory body of competent jurisdiction) Notwithstanding the limitations set forth in section 3 above: (i) the Recipient may to disclose any Confidential Information of the Provider if and Information, Purchaser shall promptly, to the extent that the Provider consents permitted by Law, notify Seller in writing to the Recipient’s disclosure thereof; (ii) subject to section 5(b) below, the Recipient may disclose Confidential Information of the Provider to any Representative of the Recipient, but only to the extent 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; 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, the Recipient may disclose Confidential Information of the Provider to the extent required by applicable law or governmental regulation or by subpoena or other valid legal process. (b) If the Provider delivers to the Recipient a written notice stating that certain Confidential Information of the Provider may be disclosed only to specified Representatives of the Recipient, then, notwithstanding anything to the contrary contained in section 5(a)(ii) above, the Recipient shall not thereafter disclose or permit the disclosure of any of such Confidential Information to any other Representative of the Recipient. (c) If the Recipient request or any of the Recipient’s Representatives is required by applicable 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 requirement so that the Provider Seller may seek a an appropriate protective order or other appropriate remedy. The Recipient remedy (and its Representatives will use reasonable efforts to cooperate with the Provider and the Provider’s Representatives in any attempt by the Provider to obtain any if Seller seeks such protective an order or other remedy, Purchaser will provide such cooperation, at Seller’s sole expense, as Seller shall reasonably request). If the Provider elects not to seek, or is unsuccessful in obtaining, any no such protective order or other remedy is obtained and Purchaser or its Affiliates or its or its Affiliates’ Representatives are, in the view of their respective counsel (which may include their respective internal counsel), legally required to disclose Confidential Information, Purchaser or its Affiliates or its or its Affiliates’ Representatives, as the case may be, shall only disclose that portion of the Confidential Information that their respective counsel advises that Purchaser or its Affiliates or its or its Affiliates’ Representatives, as the case may be, are required to disclose and will exercise commercially reasonable efforts, at Seller’s sole expense, to obtain reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information that is being disclosed. In any event, Purchaser will not oppose action by Seller to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information. Notwithstanding the foregoing, notice to Seller shall not be required where disclosure is made (i) in response to a request by a governmental or regulatory authority having competent jurisdiction over Purchaser, its Affiliates or its or its Affiliates’ Representatives, as the case may be, or (ii) in connection with any requirement that the Recipient disclose Confidential Information a routine examination by a regulatory or self-regulatory examiner, where in each case of the Providerimmediately preceding clauses (i) and (ii), and if such request or examination does not expressly reference Seller, its Affiliates, the Recipient has been advised by its internal counsel Receivables or other reputable external legal counsel 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 reasonable efforts to ensure that such Confidential Information is treated confidentially by each Person to whom it is disclosedthis Agreement.

Permitted Disclosures. (a) Notwithstanding the limitations set forth in section 3 Section 1 above: (i) the Recipient may disclose Confidential Information of the Provider if and to the extent that the Provider consents in writing to the Recipient’s disclosure thereof; (ii) subject to section 5(bSection 4(b) below, the Recipient may disclose Confidential Information of the Provider to any Representative of the Recipient, but only to the extent such Representative: 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; , and (B) has been informed provided with a copy of the obligations set forth in this Agreement and has agreed to abide and be bound by the provisions hereofhereof or is otherwise bound by confidentiality obligations at least as restrictive as those contained in this Agreement; and (iii) subject to section 5(cSection 4(c) below, the Recipient may disclose Confidential Information of the Provider to the extent required by applicable law or governmental regulation or by subpoena or other valid legal process. (b) If prior to providing certain Confidential Information to the Recipient, the Provider delivers to the Recipient a written notice stating that certain such Confidential Information of the of.the Provider may be disclosed only to specified Representatives of disclosed-enly-to-specified-Representati:ves o£ the Recipient, then, notwithstanding anything to the contrary contained in section 5(a)(iiSection 4(a) (ii) above, the Recipient shall not thereafter disclose or permit the disclosure of any of such Confidential Information to any other Representative of the Recipient. (c) If the Recipient or any of the Recipient’s Representatives is required by applicable law or governmental regulation or by subpoena or other valid legal process to disclose SCI :3667491.3 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 To the extent legally permissible, the Recipient and its Representatives will use reasonable efforts to cooperate reasonably with the Provider and the Provider’s Representatives in any attempt by the Provider to obtain any such protective order or other 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, and if the Recipient has been advised by its internal counsel or other furnishes the Provider with a written advice of reputable external legal counsel 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 reasonable best efforts to ensure that such Confidential Information is treated confidentially by each Person to whom it is disclosed.

Permitted Disclosures. (a) Notwithstanding the limitations set forth in section 3 aboveSection 1: (i) the Recipient (and, if applicable, any of its Representatives) may disclose Confidential Information of the Provider if and to the extent that the Provider consents in writing to the Recipient’s (or, if applicable, any of its Representative’s) disclosure thereof; (ii) subject to section 5(b) belowSection 4(b), 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 such Representative: 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; Transaction, and (B) has been informed provided with a copy of the obligations set forth in this Agreement and has agreed to abide and be bound by the provisions hereofhereof or is otherwise bound by confidentiality obligations at least as restrictive as those contained in this Agreement; and (iii) subject to section 5(c) belowSection 4(c), the Recipient (and, if applicable, any of its Representatives) may disclose Confidential Information of the Provider to the extent required by applicable law or law, rule, governmental regulation (including in connection with any legal, regulatory, judicial or administrative process or any audit or inquiry by subpoena a regulator, bank examiner or other valid legal processauditor), 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 delivers to the Recipient a written notice stating that certain 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 5(a)(ii) aboveSection 4(a)(ii), the Recipient (and, if applicable, such specified Representatives) shall not thereafter disclose or permit the disclosure of any of such Confidential Information to any other Representative of the Recipient. (c) If the Recipient or any of the Recipient’s Representatives is required by applicable law or governmental regulation or by subpoena or other valid legal process Law 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 Law so that the Provider may seek a protective order or other appropriate remedy. The Recipient and its Representatives will use reasonable efforts to cooperate fully with the Provider and the Provider’s Representatives in any attempt by the Provider to obtain any such protective order or other 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 or any of its Representatives, as applicable and as legally required, disclose Confidential Information of the Provider, and if the Recipient has been advised by its internal counsel or other obtains advice of reputable external legal 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 reasonable best efforts to ensure that such Confidential Information is treated confidentially by each Person to whom it is disclosed.

Permitted Disclosures. (a) Notwithstanding the limitations set forth in section 3 Section 1 above: (i) the Recipient may disclose Confidential Information of the Provider if and to the extent that the Provider consents in writing to the Recipient’s disclosure thereof; (ii) subject to section 5(bSection 4(b) below, the Recipient may disclose Confidential Information of the Provider to any Representative of the Recipient, but only to the extent such Representative: Representative (A) needs to know such Confidential Information for the purpose of helping the Recipient evaluate or negotiate a possible negotiated transaction Transaction between the Parties; , and (B) either (1) has been informed provided with a copy of the obligations set forth in this Agreement and has agreed in writing to abide and be bound by the provisions hereofhereof in its capacity as the Recipient’s Representative or (2) is otherwise bound by confidentiality obligations to the Recipient at least as restrictive as those contained in this Agreement; and (iii) subject to section 5(cSection 4(c) below, the Recipient may disclose Confidential Information of the Provider to the extent as required by applicable law or governmental regulation or by subpoena or other valid legal processLaw. (b) If the Provider delivers to the Recipient a written notice stating that certain Confidential Information of the Provider may be disclosed only to specified Representatives of the Recipient, then, notwithstanding anything to the contrary contained in section 5(a)(iiSection 4(a)(ii) above, the Recipient shall not thereafter disclose or permit the disclosure of any of such Confidential Information to any other Representative of the Recipient. (c) If the Recipient or any of the Recipient’s Representatives is required or requested by a governmental authority or by applicable law or law, governmental regulation or by subpoena regulation, subpoena, court order, civil investigative demand or other valid legal process (including federal securities laws and regulations of any securities exchange) (“Law”) to disclose any of the Provider’s Confidential Information to any Person, then the Recipient will will, to the extent not prohibited by Law, promptly provide the Provider with written notice of the applicable lawexistence, regulation terms and circumstances surrounding such requirement or process request, so that the Provider may seek a protective order or other appropriate remedy. The Recipient and its Representatives will use 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 other 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 or request that the Recipient disclose Confidential Information of the Provider, and if the Recipient has been advised by its internal counsel or other reputable external legal counsel 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 reasonable efforts to ensure that such Confidential Information is treated confidentially by each Person to whom it is disclosed. Notwithstanding the foregoing, no notice to the Provider will be required with respect to blanket requests from a regulatory or self-regulatory body that do not specifically target the Transaction, the Confidential Information or the Provider (it being understood that the Recipient and its Representatives shall request confidential treatment with respect to any Confidential Information so disclosed). (d) For the avoidance of doubt, notwithstanding any disclosure of Provider’s Confidential Information pursuant to this Section 4, the Recipient and its Representatives will continue to be bound by their obligations under this Agreement with respect to such Confidential Information.

Permitted Disclosures. (a) Notwithstanding the limitations set forth in section 3 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 that the Provider consents in writing to the Recipient’s (or, if applicable, any of its Representative’s) disclosure thereof; (ii) subject to section 5(bSection 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 such Representative: 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; Transaction, and (B) has been informed provided with a copy of the obligations set forth in this Agreement and has agreed to abide and be bound by the provisions hereofhereof or is otherwise bound by confidentiality obligations at least as restrictive as those contained in this Agreement; and (iii) subject to section 5(cSection 4(c) below, the Recipient (and, if applicable, any of its Representatives) may disclose Confidential Information of the Provider to the extent required by applicable law or law, rule, governmental regulation (including in connection with any legal, regulatory, judicial or administrative process or any audit or inquiry by subpoena a regulator, bank examiner or other valid legal processauditor), 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 delivers to the Recipient a written notice stating that certain 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 5(a)(iiSection 4(a) (ii) above, the Recipient (and, if applicable, such specified Representatives) shall not thereafter disclose or permit the disclosure of any of such Confidential Information to any other Representative of the Recipient. (c) If the Recipient or any of the Recipient’s Representatives is required by applicable law or governmental regulation or by subpoena or other valid legal process Law to disclose any of the Provider’s Confidential Information to any Person, then the Recipient will promptly and in any event within two business days provide the Provider with written notice of the applicable law, regulation or process Law so that the Provider may seek a protective order or other appropriate remedy. The Recipient and its Representatives will use reasonable efforts to cooperate fully with the Provider and the Provider’s Representatives in any attempt by the Provider to obtain any such protective order or other 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 or any of its Representatives, as applicable and as legally required, disclose Confidential Information of the Provider, and if the Recipient has been advised by its internal counsel or other obtains advice of reputable external legal 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 reasonable best efforts to ensure that such Confidential Information is treated confidentially by each Person to whom it is disclosed.

Permitted Disclosures. (a) Notwithstanding the limitations set forth in section 3 Section 1 above: (i) the Recipient may disclose Confidential Information of the Provider if and to the extent that the Provider consents in writing to the Recipient’s disclosure thereof; (ii) subject to section 5(bSection 4(b) below, the Recipient may disclose Confidential Information of the Provider to any Representative of the Recipient, but only to the extent such Representative: 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; , and (B) has been informed provided with a copy of the obligations set forth in this Agreement and has agreed to abide and be bound by the provisions hereofhereof or is otherwise bound by confidentiality obligations at least as restrictive as those contained in this Agreement; and (iii) subject to section 5(cSection 4(c) below, the Recipient may disclose Confidential Information of the Provider to the extent required by applicable law or governmental regulation or by subpoena or other valid legal process. (b) If prior to disclosing certain specific Confidential Information, the Provider delivers to the Recipient a written notice stating that the certain Confidential Information of the Provider may be disclosed only to specified Representatives of the Recipient, then, notwithstanding anything to the contrary contained in section 5(a)(iiSection 4(a)(ii) above, the Recipient shall not thereafter disclose or permit the disclosure of any of such Confidential Information to any other Representative of the Recipient. (c) If the Recipient or any of the Recipient’s Representatives is required by applicable 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 Representatives will use reasonable efforts to reasonably cooperate with the Provider and the Provider’s Representatives in any attempt by the Provider to obtain any such protective order or other 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, and if the Recipient has been advised by its internal counsel or other reputable external legal counsel 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 reasonable efforts to ensure that such Confidential Information is treated confidentially by each Person to whom it is disclosed.disclose

Permitted Disclosures. (a) Notwithstanding the limitations set forth in section 3 Section 1 above: (i) the Recipient may disclose Confidential Information of the Provider if and to the extent that the Provider consents in writing to the Recipient’s disclosure thereof; (ii) subject to section 5(b) below, the Recipient may disclose Confidential Information of the Provider to any Representative of the Recipient, but only to the extent such Representative: 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; , and (B) has been informed of the is bound by confidentiality obligations set forth at least as restrictive as those contained in this Agreement and has agreed to abide and be bound by the provisions hereofAgreement; and (iii) subject to section 5(cSection 4(b) below, the Recipient may disclose Confidential Information of the Provider to the extent required by applicable law or governmental regulation or by subpoena or other valid legal process. (b) If the Provider delivers to the Recipient a written notice stating that certain Confidential Information of the Provider may be disclosed only to specified Representatives of the Recipient, then, notwithstanding anything to the contrary contained in section 5(a)(ii) above, the Recipient shall not thereafter disclose or permit the disclosure of any of such Confidential Information to any other Representative of the Recipient. (c) If the Recipient or any of the Recipient’s Representatives is required by applicable 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 Representatives will use reasonable efforts to cooperate fully with the Provider and the Provider’s Representatives in any attempt by the Provider to obtain any such protective order or other 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, and if the Recipient has been advised by its internal counsel or other furnishes the Provider with a written advice of reputable external legal counsel 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 reasonable best efforts to ensure that such Confidential Information is treated confidentially by each Person to whom it is disclosed.

Permitted Disclosures. (a) Notwithstanding the limitations set forth in section 3 Section 1 above: (i) the Recipient may disclose Confidential Information of the Provider if and to the extent that the Provider consents in writing to the Recipient’s disclosure thereof; (ii) subject to section 5(bSection 4(b) below, the Recipient may disclose Confidential Information of the Provider to any Representative of the Recipient, but only to the extent such Representative: (A) needs to know such Confidential Information for the purpose of Representative is helping the Recipient evaluate or negotiate a possible negotiated transaction between the Parties; Parties and is bound by confidentiality and nonuse obligations (Bincluding professional conduct rules regarding confidentiality and nonuse) has been informed of the obligations set forth similar to those contained in this Agreement and has agreed to abide and be bound by the provisions hereofAgreement; and (iii) subject to section 5(cSection 4(c) below, the Recipient may disclose Confidential Information of the Provider to the extent required by applicable law or governmental regulation or by subpoena or other valid legal process. (b) If prior to providing certain Confidential Information to the Recipient, the Provider delivers to the Recipient a written notice stating that certain 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 5(a)(iiSection 4(a)(ii) above, the Recipient shall not thereafter disclose or permit the disclosure of any of such Confidential Information to any other Representative of the Recipient. (c) If the Recipient or any of the Recipient’s Representatives is required by applicable law or governmental regulation or by subpoena or other valid legal process (e.g., a or by subpoena, discovery request, etc.) 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 legal process so that the Provider may seek a protective order or other appropriate remedyremedy (at the Provider’s sole cost and expense). The Recipient and its Representatives will use reasonable efforts to cooperate fully with the Provider and the Provider’s Representatives in any attempt by the Provider to obtain any such protective order or other remedyremedy (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 disclose Confidential Information of the Provider, and if the Recipient has been advised by its internal counsel or other reputable external legal counsel 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 reasonable best efforts to ensure that such Confidential Information is treated confidentially by each Person to whom it is disclosed.