Common use of Permitted Disclosures Clause in Contracts

Permitted Disclosures. Notwithstanding the foregoing: (i) in the event that any Party is requested by any Government Authority or becomes legally compelled (including, without limitation, pursuant to securities laws and regulations and in connection with any legal, judicial, arbitration or administrative proceedings) to disclose the existence of this Agreement, any other Transaction Documents, any of the exhibits and schedules attached to such agreements, or any of the Financing Terms hereof in contravention of the provisions of this Section 8.13, such Party (the “Disclosing Party”) shall to the extent practicable and permitted by laws, provide the other parties (the “Non-Disclosing Parties”) with prompt written notice of that fact and use all commercially reasonable efforts to seek (with the cooperation and reasonable efforts of the other parties) a protective order, confidential treatment or other appropriate remedy with respect to the information which is requested or legally required to be disclosed. In such event, the Disclosing Party shall furnish only that portion of the information which is requested or legally required to be disclosed and shall exercise reasonable efforts to keep confidential such information to the extent reasonably requested by any Non-Disclosing Party; (ii) any Party may disclose any of the Financing Terms to its current or bona fide prospective investors, employees, investment bankers, lenders, accountants and attorneys, in each case only where such Persons are under appropriate nondisclosure obligations; without limiting the generality of the foregoing, Orchid Asia shall be entitled to disclose the Financing Terms for the purposes of fund reporting or inter-fund reporting or to their fund manager, other funds managed by their fund manager and their respective auditors, counsel, directors, officers, employees, shareholders or investors; and (iii) Orchid Asia may, subject to the consent of the Company, disclose its investment in the Company and the Financing Terms of its investment to third parties or to the public at its sole discretion and, if it does so, the other Parties shall have the right to disclose to third parties any such information disclosed in a press release or other public announcement by Orchid Asia.

Permitted Disclosures. Notwithstanding Section 8.01, (a) the foregoing: Receiving Party may disclose the Confidential Information (i) to any of its employees, contractors, suppliers, agents and other representatives who need it in connection with this Agreement and are bound in writing by reasonable restrictions regarding disclosure and use of the Confidential Information or (ii) to the extent such disclosure is in response to a valid order of a court or other Governmental Authority or to otherwise comply with Applicable Law; provided that, in the case of clause (ii), the Receiving Party shall first give notice to the Disclosing Party and reasonably cooperate with the Disclosing Party to obtain a protective order or other measures preserving the confidential treatment of such Confidential Information and requiring that the information or documents so disclosed be used only for the purposes for which the order was issued or as otherwise required by Applicable Law and (b) each Party may disclose the terms and conditions of this Agreement (i) in the event that any Party is requested by any Government Authority or becomes legally compelled confidence, to its accountants, banks and present and prospective financing sources and their advisors, (including, without limitation, pursuant to securities laws and regulations and ii) in connection with any legal, judicial, arbitration the enforcement of this Agreement or administrative proceedings) to disclose the existence of rights under this Agreement, (iii) in confidence, in connection with an actual or proposed merger, acquisition or similar transaction involving such Party, (iv) in confidence, to its Affiliates, (v) in confidence, to its third-party contractors who have a need to know, solely in connection with their provision of Services to VS hereunder, (vi) as required by applicable securities laws or the rules of any stock exchange on which securities of such Party are traded or any other Transaction Documents, Applicable Law; provided that prior to making any of the exhibits and schedules attached to such agreements, or any of the Financing Terms hereof in contravention of the provisions of this Section 8.13disclosure, such Party (shall provide written notice to the “Disclosing Party”) shall other Party regarding the nature and extent of the disclosure to enable the other Party to seek to obtain confidential treatment, to the extent practicable and permitted available, for such Confidential Information, or (vii) as mutually agreed upon by laws, provide the other parties (the “Non-Disclosing Parties”) with prompt written notice of that fact and use all commercially reasonable efforts to seek (with the cooperation and reasonable efforts of the other parties) a protective order, confidential treatment or other appropriate remedy with respect to the information which is requested or legally required to be disclosed. In such event, the Disclosing Party shall furnish only that portion of the information which is requested or legally required to be disclosed and shall exercise reasonable efforts to keep confidential such information to the extent reasonably requested by any Non-Disclosing Party; (ii) any Party may disclose any of the Financing Terms to its current or bona fide prospective investors, employees, investment bankers, lenders, accountants and attorneys, Parties in each case only where such Persons are under appropriate nondisclosure obligations; without limiting the generality of the foregoing, Orchid Asia shall be entitled to disclose the Financing Terms for the purposes of fund reporting or inter-fund reporting or to their fund manager, other funds managed by their fund manager and their respective auditors, counsel, directors, officers, employees, shareholders or investors; and (iii) Orchid Asia may, subject to the consent of the Company, disclose its investment in the Company and the Financing Terms of its investment to third parties or to the public at its sole discretion and, if it does so, the other Parties shall have the right to disclose to third parties any such information disclosed in a press release or other public announcement by Orchid Asiawriting.

Permitted Disclosures. Notwithstanding A Party may disclose or permit the foregoingdisclosure of Confidential Information: (i1) to its directors, officers, employees, legal or other professional advisers, on a need-to-know basis, to the extent necessary to enable it or them to perform or cause to be performed or to enforce any of its rights or obligations under this Agreement and only under binding obligations of confidence at least as comprehensive as those contained in this Agreement (which it undertakes to enforce and for which it shall be legally responsible); (2) to its directors, officers, employees, legal or other professional advisers, on a need to know basis, to the extent necessary to enable it or them to perform or cause to be performed or to discharge their duties and responsibilities to the Company after the Closing and only under binding obligations of confidence at least as comprehensive as those contained in this Agreement (which it undertakes to enforce and for which it shall be legally responsible); (3) when required to do so by law or by or pursuant to the rules or any order of any court, tribunal or agency of competent jurisdiction; (4) to the extent that the Confidential Information has become publicly available or generally known to the public at the time of such disclosure otherwise than as a result of a breach of this Section 0; (5) if such disclosure is expressly permitted by some other provision of this Agreement or if the corresponding Party has given prior written approval to the disclosure, such approval not to be unreasonably withheld or delayed; (6) when required by any securities exchange, regulatory or governmental body having jurisdiction over the Party seeking to make the disclosure, whether or not the requirement for disclosure has the force of law or (7) in the event that any Party is requested by any Government Authority or becomes legally compelled (includingcase of an Investor, without limitationto its stockholders, pursuant to securities laws and regulations and in connection with any legallimited partners, judicial, arbitration or administrative proceedings) to disclose the existence of this Agreement, any other Transaction Documents, any of the exhibits and schedules attached to such agreements, or any of the Financing Terms hereof in contravention of the provisions of this Section 8.13, such Party (the “Disclosing Party”) shall to the extent practicable and permitted by laws, provide the other parties (the “Non-Disclosing Parties”) with prompt written notice of that fact and use all commercially reasonable efforts to seek (with the cooperation and reasonable efforts of the other parties) a protective order, confidential treatment members or other appropriate remedy with respect to the information which is requested or legally required to be disclosed. In such event, the Disclosing Party shall furnish only that portion of the information which is requested or legally required to be disclosed and shall exercise reasonable efforts to keep confidential such information to the extent reasonably requested by any Non-Disclosing Party; (ii) any Party may disclose any of the Financing Terms to its current or bona fide prospective investors, employeesas the case may be, regarding the general status of its investment bankersin the Company, lendersthe name of the Company, accountants a general description of the business of the Company and attorneysthe actual or estimated return on investment realized by such Investor resulting from or relating to its investment in the Company, and in each case only where such Persons are person is under appropriate nondisclosure obligations; without limiting the generality binding obligations of the foregoing, Orchid Asia confidence at least as comprehensive as those contained in this Agreement (which it undertakes to enforce and for which it shall be entitled legally responsible) and no Investor shall be permitted to disclose any Confidential Information to any stockholders, limited partners, members or other bona fide prospective investors who (i) establish, carry out, is engaged, concerned or interested directly or indirectly in any business in competition with the Financing Terms for the purposes business of fund reporting any Group Company in any jurisdiction or inter-fund reporting or to their fund manager, other funds managed by their fund manager and their respective auditors, counsel, directors, officers, employees, shareholders or investors; and (iiiii) Orchid Asia may, subject to the consent are included in a list of the Company, disclose its investment in sensitive parties the Company and notifies the Financing Terms Investor of its investment in writing from time to third parties or to the public at its sole discretion and, if it does so, the other Parties shall have the right to disclose to third parties any such information disclosed in a press release or other public announcement by Orchid Asiatime.

Permitted Disclosures. 13.4.1 Notwithstanding any other provision in this Agreement, a receiving Party may disclose Confidential Information of the foregoing:disclosing Party to the extent such disclosure is required by law or court order, provided that the receiving Party gives the disclosing Party prompt written notice of the requirement to disclose and reasonably cooperates with the disclosing Party to seek a protective order or other restrictions on the disclosure of such Confidential Information of the disclosing Party. Any such required disclosure will be limited only to that Confidential Information that is required to be disclosed and such disclosed Confidential Information will remain Confidential Information hereunder despite the required disclosure. 13.4.2 Notwithstanding anything herein to the contrary, any Party (and any employee, representative, or other agent of any Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure; provided, however, that no Party will be permitted to disclose such tax treatment or tax structure to the extent that such disclosure would constitute a violation of federal or state securities laws. For the purposes of the foregoing sentence, (i) in the event “tax treatment” of a transaction means the purported or claimed federal income tax treatment of the transaction, and (ii) the “tax structure” of a transaction means any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transaction. Thus, for the avoidance of doubt, the Parties acknowledge and agree that the tax treatment and tax structure of any transaction does not include the name of any Party is requested by to a transaction or any Government Authority or becomes legally compelled sensitive business information (including, without limitation, pursuant the name and other specific information about any Party’s intellectual property or other proprietary assets) unless such information may be related or relevant to securities laws and regulations and in connection with any legal, judicial, arbitration the purported or administrative proceedings) to disclose the existence of this Agreement, any other Transaction Documents, any claimed federal income tax treatment of the exhibits and schedules attached to such agreements, or any of the Financing Terms hereof in contravention of the provisions of this Section 8.13, such Party (the “Disclosing Party”) shall to the extent practicable and permitted by laws, provide the other parties (the “Non-Disclosing Parties”) with prompt written notice of that fact and use all commercially reasonable efforts to seek (with the cooperation and reasonable efforts of the other parties) a protective order, confidential treatment or other appropriate remedy with respect to the information which is requested or legally required to be disclosed. In such event, the Disclosing Party shall furnish only that portion of the information which is requested or legally required to be disclosed and shall exercise reasonable efforts to keep confidential such information to the extent reasonably requested by any Non-Disclosing Party; (ii) any Party may disclose any of the Financing Terms to its current or bona fide prospective investors, employees, investment bankers, lenders, accountants and attorneys, in each case only where such Persons are under appropriate nondisclosure obligations; without limiting the generality of the foregoing, Orchid Asia shall be entitled to disclose the Financing Terms for the purposes of fund reporting or inter-fund reporting or to their fund manager, other funds managed by their fund manager and their respective auditors, counsel, directors, officers, employees, shareholders or investors; and (iii) Orchid Asia may, subject to the consent of the Company, disclose its investment in the Company and the Financing Terms of its investment to third parties or to the public at its sole discretion and, if it does so, the other Parties shall have the right to disclose to third parties any such information disclosed in a press release or other public announcement by Orchid Asiatransaction.

Permitted Disclosures. Notwithstanding Confidential Information may be disclosed to employees, agents, consultants and actual or bona fide potential Sublicensees of the foregoing: (i) Receiving Party or its Affiliates, but only to the extent reasonably required to accomplish the purposes of this Agreement and only if such employees, agents, consultants and actual or potential bona fide Sublicensees to whom disclosure is to be made are subject to a written obligation to hold in confidence and not make use of such information for any purpose other than those permitted by this Agreement. Each Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that such employees, agents, consultants and Sublicensees do not disclose or make any unauthorized use of the Confidential Information. The Receiving Party shall be permitted to disclose Confidential Information in the event that any Party is requested by any Government Authority or becomes legally compelled (includingthat, without limitation, pursuant to securities laws and regulations and in connection with any legal, judicial, arbitration or administrative proceedings) to disclose the existence of this Agreement, any other Transaction Documents, any of the exhibits and schedules attached to such agreements, or any of the Financing Terms hereof in contravention of the provisions of this Section 8.13, such Party (the “Disclosing Party”) shall only to the extent practicable and permitted by lawsthat, provide the other parties (the “Non-Disclosing Parties”) with prompt written notice of that fact and use all commercially reasonable efforts to seek (with the cooperation and reasonable efforts of the other parties) a protective order, confidential treatment or other appropriate remedy with respect to the such information which is requested or legally required to be disclosed. In such event, the Disclosing Party shall furnish only that portion of the information which is requested or legally required to be disclosed to comply with applicable laws or regulations or for regulatory filings to test, register and shall exercise reasonable efforts to keep confidential sell Syngenta Products and Diversa Products and any other products sold or licensed, or developed for sale or license, by Diversa or its Affiliates or Sublicensees which incorporate or are made through use of Program Technology as provided hereunder (such information as disclosure to the United States Securities and Exchange Commission, the United States Environmental Protection Agency, the United States Department of Energy, the United States Food and Drug Administration, or the United States Patent and Trademark Office, or to their foreign equivalents), or to comply with a court or administrative order, provided that the Disclosing Party receives prior written notice of such disclosure and that the Receiving Party takes all reasonable and lawful actions to obtain confidential treatment for such disclosure and, if possible, to minimize the extent reasonably requested by any Non-Disclosing Party; (ii) any of such disclosure. In addition, each Party may disclose any the terms of the Financing Terms this Agreement to its current or bona fide prospective investors, employeeslenders, investment bankers, lenders, accountants and attorneys, in each case only where such Persons are under appropriate nondisclosure obligations; without limiting the generality of the foregoing, Orchid Asia shall be entitled to disclose the Financing Terms similar financial institutions solely for the purposes of fund reporting financing the business operations of such Party and to Third Parties in connection with a potential bona fide merger or inter-fund reporting or to their fund manager, other funds managed by their fund manager and their respective auditors, counsel, directors, officers, employees, shareholders or investors; and acquisition transaction either (iiii) Orchid Asia may, subject to upon the written consent of the Companyother Party or (ii) if the disclosing Party obtains a signed confidentiality agreement with such financial institution or Third Party with respect to such information, disclose its investment upon terms substantially similar to those contained in the Company and the Financing Terms of its investment to third parties or to the public at its sole discretion and, if it does so, the other Parties shall have the right to disclose to third parties any such information disclosed in a press release or other public announcement by Orchid Asiathis Section 10.

Permitted Disclosures. Notwithstanding The obligations of confidentiality and non-use set forth in Section 9.1 shall not apply to the foregoing: extent that the receiving Party or its Affiliates: (a) is required to disclose Confidential Information pursuant to: (i) in an order of a court of competent jurisdiction; (ii) Applicable Laws; (iii) regulations or rules of a securities exchange; (iv) requirement of a Governmental Authority for purposes related to development or commercialization of an Included Product, or (v) the event that any exercise by each Party is requested by any Government Authority of its rights granted to it under this Agreement or becomes legally compelled its retained rights or as required to perfect Investor’s rights under the Transaction Documents; or (includingb) discloses such Confidential Information solely on a “need to know basis” to Affiliates, without limitationpotential or actual: acquirers, pursuant to securities laws merger partners, licensees, permitted assignees, collaborators (including Licensees), subcontractors, investment bankers, investors, limited partners, partners, lenders, or other financial partners, and regulations their respective directors, employees, contractors and in connection with any legalagents, judicial, arbitration or administrative proceedings(c) to disclose the existence provides a copy of this Agreement, any other Transaction Documents, any of the exhibits and schedules attached to such agreements, Agreement or any of the Financing Terms hereof in contravention of the provisions of this Section 8.13, such Party (the “Disclosing Party”) shall other Transaction Documents to the extent practicable requested by an authorized representative of a U.S. or foreign tax authority, (d) discloses Confidential Information in response to a routine audit or examination by, or a blanket document request from, a Governmental Authority; provided that (A) such Third Party or person or entity in subsection (b) agrees to confidentiality and permitted by laws, provide the other parties (the “Nonnon-Disclosing Parties”) with prompt written notice of that fact and use all commercially reasonable efforts to seek (with the cooperation and reasonable efforts of the other parties) a protective order, confidential treatment or other appropriate remedy obligations with respect to thereto at least as stringent as those specified for in this Article IX; and (B) in the information which is requested or legally required to be disclosed. In such eventcase of (a)(i) through (iv), the Disclosing Party shall furnish only that portion of the information which is requested or legally required to be disclosed and shall exercise reasonable efforts to keep confidential such information to the extent reasonably requested permitted by any Non-Disclosing Party; (ii) any Applicable Law, the Recipient shall provide prior written notice thereof to the disclosing Party may disclose any of and provide the Financing Terms to its current or bona fide prospective investors, employees, investment bankers, lenders, accountants and attorneys, in each case only where such Persons are under appropriate nondisclosure obligations; without limiting the generality of the foregoing, Orchid Asia shall be entitled to disclose the Financing Terms opportunity for the purposes of fund reporting disclosing Party to review and comment on such required disclosure and request confidential treatment thereof or inter-fund reporting or to their fund manager, other funds managed by their fund manager and their respective auditors, counsel, directors, officers, employees, shareholders or investors; and (iii) Orchid Asia may, subject to the consent of the Company, disclose its investment in the Company and the Financing Terms of its investment to third parties or to the public at its sole discretion and, if it does so, the other Parties shall have the right to disclose to third parties any such information disclosed in a press release or other public announcement by Orchid Asiaprotective order therefor.

Permitted Disclosures. Notwithstanding the foregoing: (i) in In the event that any Party is requested by any Government Authority or becomes legally compelled (including, without limitation, pursuant to securities laws and regulations and in connection with any legal, judicial, arbitration or administrative proceedings) to disclose the existence of this Agreement, any other Transaction Documents, any of the exhibits and schedules attached to such agreements, or any of the Financing Terms hereof in contravention of the provisions of this Section 8.139.13, such Party (the “Disclosing Party”) shall to the extent practicable and permitted by lawsLaws, provide the other parties Parties (the “Non-Disclosing Parties”) with prompt written notice of that fact and use all commercially reasonable efforts to seek (with the cooperation and reasonable efforts of the other partiesParties) a protective order, confidential treatment or other appropriate remedy with respect to the information which is requested or legally required to be disclosed. In such event, the Disclosing Party shall furnish only that portion of the information which is requested or legally required to be disclosed and shall exercise reasonable efforts to keep confidential such information to the extent reasonably requested by any Non-Disclosing Party; (ii) any Party may disclose any of the Financing Terms to its current or bona fide prospective investors, employees, investors investment bankers, lenders, accountants and attorneys, in each case only where such Persons are under appropriate nondisclosure obligations; without limiting the generality of the foregoing, Orchid Asia the Preferred Shareholders shall be entitled to disclose the Financing Terms for the purposes of fund reporting or inter-fund reporting or to their fund manager, other funds managed by their fund manager and their respective auditors, counsel, directors, officers, employees, shareholders or investors; and (iii) Orchid Asia each Preferred Shareholder may, subject to without disclosing the consent identities of the Companyother Shareholders or the Financing Terms of their respective investments in the Company without their consent, disclose its such Preferred Shareholder’s investment in the Company and the Financing Terms of its investment to third parties or to the public at its sole discretion and, if it does so, the other Parties shall have the right to disclose to third parties any such information disclosed in a press release or other public announcement by Orchid Asiasuch Preferred Shareholder.

Permitted Disclosures. Notwithstanding the foregoingThe prohibitions set out in Sections 22.1 and 22.2 do not apply to: (ia) information which was in the event that any Party is requested by any Government Authority public domain or becomes legally compelled (including, without limitation, pursuant otherwise known to securities laws and regulations and in connection with any legal, judicial, arbitration or administrative proceedings) to disclose the existence of this Agreement, any other Transaction Documents, any of the exhibits and schedules attached to such agreements, or any of the Financing Terms hereof in contravention of the provisions of this Section 8.13, such a Party (the “Disclosing Party”) shall before it was provided to the extent practicable Disclosing Party by another Party, or entered the public domain otherwise than as a result of (a) a breach by the Disclosing Party of this Section 22, or (b) a breach of a confidentiality obligation by the another person, where such breach was known to the Disclosing Party; (b) disclosure of Confidential Information which is legally compelled by any law, the order of any court, the requirements of a stock exchange or to obtain tax or other clearances or consents from any relevant authority that is applicable to the Disclosing Party, and permitted by laws, provided that the Disclosing Party shall promptly provide the other parties (the “Non-Disclosing Parties”) Parties with prompt written notice of that fact and use all commercially reasonable efforts to fact, in accordance with Section 21.5, so that such other Parties may seek (with the cooperation and reasonable efforts of the other parties) a protective order, confidential treatment or other appropriate remedy with respect to the information which is requested or legally required to be disclosedremedy. In such event, the Disclosing Party shall furnish only that portion of the information Confidential Information which is requested or legally required to be disclosed and shall exercise reasonable efforts to keep obtain reliable assurance that confidential treatment will be accorded such information Confidential Information to the extent reasonably requested by any Non-Disclosing Partythe other Parties hereto; (iic) information disclosed by any Party may disclose any of the Financing Terms to Investor (or its current or bona fide prospective investors, employees, investment bankers, lenders, accountants and attorneys, in each case only where such Persons are under appropriate nondisclosure obligations; without limiting the generality of the foregoing, Orchid Asia shall be entitled to disclose the Financing Terms fund manager) for the purposes of fund reporting or inter-fund reporting or to their its fund manager, other funds managed by their its fund manager and their respective affiliates, advisers, consultants, auditors, counsel, directors, officers, employees, shareholders stockholders, investors or investors; andinsurers; (iiid) Orchid Asia may, subject information disclosed by any Investor to a bona fide potential purchaser of or investor in any class of shares in the consent capital stock of the Company, disclose its investment in the Company and the Financing Terms of its investment to third parties or ; or (e) information disclosed by any Investor Representative to the public at Investor that appointed him, or its sole discretion and, if it does so, the other Parties shall have the right to disclose to third parties any such information disclosed in a press release or other public announcement by Orchid AsiaAffiliates.

Permitted Disclosures. Notwithstanding the foregoing3.1 The non-disclosure undertakings in clause 2 shall not apply to any disclosure of information: 3.1.1 which at the time of disclosure is within the public domain otherwise than as a result of a breach of this agreement or any other duty of confidentiality; 3.1.2 which has come into the public domain other than as a direct or indirect result of a breach of the terms of this agreement or any other duty of confidentiality; 3.1.3 which has become available to a Receiving Party from a source other than the Disclosing Party, which, so far as the Receiving Party is aware, is in possession of such information otherwise than as a result of a breach of this agreement or any other duty of confidentiality and has not breached any legal, regulatory or fiduciary obligation to the Disclosing Party or any member of its Group or to any third party in so making available such information; 3.1.4 which has been independently developed without reference to the Confidential Information; or 3.1.5 where the disclosure of such information is required to permit compliance with (i) in any order of a court of competent jurisdiction or any competent judicial, governmental, regulatory or supervisory body, (ii) the event that rules of any listing authority, stock exchange or any regulatory or supervisory body (including any supervisory body responsible for setting accounting standards) with which the Receiving Party is requested by bound to comply or (iii) applicable laws or regulations, provided in each case that, before it discloses any Government Authority or becomes legally compelled (includingConfidential Information, without limitationthe Receiving Party shall, pursuant to securities laws and regulations and in connection with any legal, judicial, arbitration or administrative proceedings) to disclose the existence of this Agreement, any other Transaction Documents, any of the exhibits and schedules attached to such agreements, or any of the Financing Terms hereof in contravention of the provisions of this Section 8.13, such Party (the “Disclosing Party”) shall to the extent practicable and permitted by lawsall applicable laws and regulations, provide inform the other parties (the “Non-Disclosing Parties”) with prompt written notice of that fact and use all commercially reasonable efforts to seek (with the cooperation and reasonable efforts Party of the other parties) a protective order, confidential treatment or other appropriate remedy with respect to full circumstances and the information which is requested or legally required to be disclosed. In such event, consult with the Disclosing Party shall furnish only that portion as to possible steps to avoid or limit disclosure. 3.2 Nothing in this agreement will in any way: 3.2.1 restrict or delay KWE from making any announcement required to comply with the UK Listing Authority’s Listing Rules or the Code; or 3.2.2 restrict or prevent the Manager or any Delegate from disclosing any information to KWH which KWH requires in order to allow it to comply with its on-going legal, regulatory or accounting requirements. 3.3 The undertakings in this agreement will prohibit KWH and its Representatives or Advisers (but nothing in this agreement will prevent KWE or any of its Representatives or Advisers) from approaching any shareholders of KWE in connection with the Proposed Transaction, unless and until: 3.3.1 there has been an announcement of the information which is requested Proposed Transaction under Rules 2.4 or legally required to be disclosed and shall exercise reasonable efforts to keep confidential such information to 2.7 of the extent reasonably requested by any Non-Disclosing PartyCode; 3.3.2 the INEDs have communicated to KWH an unequivocal rejection of its approach (ii) any Party may disclose any of as the Financing Terms to its current or bona fide prospective investors, employees, investment bankers, lenders, accountants Panel on Takeovers and attorneys, in each case only where Mergers would construe such Persons are under appropriate nondisclosure obligations; without limiting the generality of the foregoing, Orchid Asia shall be entitled to disclose the Financing Terms rejection for the purposes of fund reporting or inter-fund reporting or to their fund manager, other funds managed by their fund manager and their respective auditors, counsel, directors, officers, employees, shareholders or investors; and (iii) Orchid Asia may, subject to the consent interpreting Rule 2 of the CompanyCode); 3.3.3 the INEDs have indicated to KWH in writing their agreement in principle to recommend the Proposed Transaction to KWE’s shareholders; or 3.3.4 KWE has given its prior written consent to such an approach, disclose its investment in provided that the Company and restrictions imposed by this clause 3.3 shall immediately cease to have any effect once KWH has indicated to KWE that it is no longer actively considering the Financing Terms of its investment to third parties or to the public at its sole discretion and, if it does so, the other Parties shall have the right to disclose to third parties any such information disclosed in a press release or other public announcement by Orchid AsiaProposed Transaction.

Permitted Disclosures. Notwithstanding Each of the foregoingfollowing 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 this Section 6.9: (i) in the event making any filing with a Governmental Authority that any Party is requested by any Government Authority or becomes legally compelled (including, without limitation, pursuant to securities laws and regulations and required in connection with any legal, judicial, arbitration or administrative proceedings) to disclose the existence of this Agreement, any other Transaction Documents, any consummation of the exhibits and schedules attached to such agreements, or any of the Financing Terms hereof in contravention of the provisions of this Section 8.13, such Party (the “Disclosing Party”) shall to the extent practicable and permitted by laws, provide the other parties (the “Non-Disclosing Parties”) with prompt written notice of that fact and use all commercially reasonable efforts to seek (with the cooperation and reasonable efforts of the other parties) a protective order, confidential treatment or other appropriate remedy with respect to the information which is requested or legally required to be disclosed. In such event, the Disclosing Party shall furnish only that portion of the information which is requested or legally required to be disclosed and shall exercise reasonable efforts to keep confidential such information to the extent reasonably requested by any Non-Disclosing Partytransactions contemplated hereby; (ii) subject to obtaining reasonable assurances of confidentiality, obtaining any Party may Consent from a third party to transfer any Purchased Contract or Transferable Permit, provided that the party seeking Consent shall only disclose any the identity of the Financing Terms to its current or bona fide prospective investors, employees, investment bankers, lenders, accountants other parties and attorneys, in each case only where such Persons are under appropriate nondisclosure obligations; without limiting the generality general nature of the foregoing, Orchid Asia shall be entitled transaction to disclose the Financing Terms for the purposes of fund reporting or inter-fund reporting or to their fund manager, other funds managed by their fund manager and their respective auditors, counsel, directors, officers, employees, shareholders or investors; andsuch third party; (iii) Orchid Asia maydefending 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 U.S. federal and state tax treatment and tax structure (tax structure shall mean any fact that may be relevant to understanding the U.S. federal or state tax treatment of the transaction) contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are provided to the party making the disclosure relating to such tax treatment and tax structure except to the extent maintaining confidentiality of such 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) subject to the consent terms of a confidentiality agreement protecting the confidentiality of such information, to current or potential lenders to, investors in and purchasers of the Companyparties or their Affiliates (or any portion thereof) so long as (1) the due diligence investigation by the lender, disclose investor or purchaser, as applicable, of such party and its Affiliates is substantially complete, (2) the definitive agreement with respect to such loan, investment or purchase, as applicable, is substantially complete and substantially all of the material terms with respect thereto (including, (x) with respect to a 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 Company case of a loan from a bank or similar entity that is in the business of lending money, reviewed and approved the Financing Terms commitment letter or term sheet setting forth the material terms of its investment such loan and (yy) in the case of all other transactions contemplated by this clause (3), been apprised of such transaction and have consented to third parties further negotiations subject to final board (or senior management) approval, and (B) without limiting any other Permitted Disclosure, to those Persons whose approval, agreement or opinion, as the public at its sole discretion andcase may be, if it does sois 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 other Parties shall have the right to disclose to third parties any such Related Agreements. Additional reasons for disclosure of confidential information disclosed of a party may be permitted as expressly set forth in a press release or other public announcement by Orchid Asiathis Section 6.9.

Permitted Disclosures. Notwithstanding anything in the foregoing:foregoing to the contrary, (ia) in the event that any Party is requested by any Government Authority or becomes legally compelled (including, without limitation, pursuant to securities laws and regulations and in connection with any legal, judicial, arbitration or administrative proceedings) to disclose the existence of this Agreement, any other Transaction Documents, any of the exhibits and schedules attached to such agreements, or any of the Financing Terms hereof in contravention of the provisions of this Section 8.13, such Party (the “Disclosing Party”) shall to the extent practicable and permitted by laws, provide the other parties (the “Non-Disclosing Parties”) with prompt written notice of that fact and use all commercially reasonable efforts to seek (with the cooperation and reasonable efforts of the other parties) a protective order, confidential treatment or other appropriate remedy with respect to the information which is requested or legally required to be disclosed. In such event, the Disclosing Party shall furnish only that portion of the information which is requested or legally required to be disclosed and shall exercise reasonable efforts to keep confidential such information to the extent reasonably requested by any Non-Disclosing Party; (ii) any Party Company may disclose any of the Financing Terms to its current or bona fide prospective investors, directors, officers, employees, shareholders, investment bankers, lenders, accountants accountants, auditors, insurers, business or financial advisors, and attorneys, in each case only where such Persons or entities are under appropriate nondisclosure obligations; without limiting the generality of the foregoingobligations imposed by professional ethics, Orchid Asia shall be entitled to disclose the Financing Terms for the purposes of fund reporting law or inter-fund reporting or to their otherwise; (b) each Investor (and its fund manager, other funds managed by their fund manager and their respective auditors, counsel, directors, officers, employees, shareholders or investors; and (iii) Orchid Asia may, subject to the consent of the Company, may disclose its investment in the Company and the Financing Terms of its investment to third parties or to the public at its sole discretion and, if and in relation thereto may use the Company’s logo and trademark and may include links to the Company’s website (without requiring the Company’s further consent). If it does so, the other Parties parties shall have the right to disclose to third parties any such information disclosed in a press release or other public announcement by Orchid Asiasuch Investor; (c) each Investor shall have the right to disclose: (i) any information to its Affiliate, such Investor’s and/or its Affiliate’s employee, legal counsel, auditor, insurer, accountant, consultant or to an officer, director, investment counsel or advisor, or employee of such Investor, or its Affiliate or any of their respective investors or Affiliates, provided, however, that any of the foregoing Persons shall be advised of the confidential nature of the information or are under appropriate non-disclosure obligation imposed by professional ethics, law or otherwise; (ii) any information for fund and inter-fund reporting purposes; (iii) any information as required by law, government authorities, exchanges and/or regulatory bodies, including by the Securities and Futures Commission of the Hong Kong Special Administrative Region, the China Securities and Regulatory Commission of the PRC or the Securities and Exchange Commission of the United States (or equivalent for other venues); and/or (iv) any information to bona fide prospective purchasers/investors of any share, security or other interests in the Company, and (v) any information contained in press releases or public announcements of the Company pursuant to Section 11.2 above. (d) the confidentiality obligations set out in this Section 11 do not apply to: (i) information which was in the public domain or otherwise known to the relevant party before it was furnished to it by another party hereto or, after it was furnished to that party, entered the public domain otherwise than as a result of (i) a breach by that party of this Section 11 or (ii) a breach of a confidentiality obligation by the discloser, where the breach was known to that party; (ii) information the disclosure of which is necessary in order to comply with any applicable law, the order of any court, the requirements of a stock exchange or to obtain tax or other clearances or consents from any relevant authority; or (iii) the disclosure of information by any director of the Company to its appointer or any of its affiliate or otherwise in accordance with the provisions of this Section 11.3.

Permitted Disclosures. Notwithstanding A Party may disclose or permit the foregoingdisclosure of Confidential Information: (i1) to its directors, officers, employees, legal or other professional advisers, on a need-to-know basis, to the extent necessary to enable it or them to perform or cause to be performed or to enforce any of its rights or obligations under this Agreement and only under binding obligations of confidence at least as comprehensive as those contained in this Agreement (which it undertakes to enforce and for which it shall be legally responsible); (2) to its directors, officers, employees, legal or other professional advisers, on a need to know basis, to the extent necessary to enable it or them to perform or cause to be performed or to discharge their duties and responsibilities to the Company after the Initial Closing and only under binding obligations of confidence at least as comprehensive as those contained in this Agreement (which it undertakes to enforce and for which it shall be legally responsible); (3) when required to do so by law or by or pursuant to the rules or any order of any court, tribunal or agency of competent jurisdiction; (4) to the extent that the Confidential Information has become publicly available or generally known to the public at the time of such disclosure otherwise than as a result of a breach of this Section 9; (5) if such disclosure is expressly permitted by some other provision of this Agreement or if the corresponding Party has given prior written approval to the disclosure, such approval not to be unreasonably withheld or delayed; (6) when required by any securities exchange, regulatory or governmental body having jurisdiction over the Party seeking to make the disclosure, whether or not the requirement for disclosure has the force of law or (7) in the event that any Party is requested by any Government Authority or becomes legally compelled (includingcase of an Investor, without limitationto its stockholders, pursuant to securities laws and regulations and in connection with any legallimited partners, judicial, arbitration or administrative proceedings) to disclose the existence of this Agreement, any other Transaction Documents, any of the exhibits and schedules attached to such agreements, or any of the Financing Terms hereof in contravention of the provisions of this Section 8.13, such Party (the “Disclosing Party”) shall to the extent practicable and permitted by laws, provide the other parties (the “Non-Disclosing Parties”) with prompt written notice of that fact and use all commercially reasonable efforts to seek (with the cooperation and reasonable efforts of the other parties) a protective order, confidential treatment members or other appropriate remedy with respect to the information which is requested or legally required to be disclosed. In such event, the Disclosing Party shall furnish only that portion of the information which is requested or legally required to be disclosed and shall exercise reasonable efforts to keep confidential such information to the extent reasonably requested by any Non-Disclosing Party; (ii) any Party may disclose any of the Financing Terms to its current or bona fide prospective investors, employeesas the case may be, regarding the general status of its investment bankersin the Company, lendersthe name of the Company, accountants a general description of the business of the Company and attorneysthe actual or estimated return on investment realised by such Investor resulting from or relating to its investment in the Company, and in each case only where such Persons are person is under appropriate nondisclosure obligations; without limiting the generality binding obligations of the foregoing, Orchid Asia confidence at least as comprehensive as those contained in this Agreement (which it undertakes to enforce and for which it shall be entitled legally responsible) and no Investor shall be permitted to disclose any Confidential Information to any stockholders, limited partners, members or other bona fide prospective investors who (i) establish, carry out, is engaged, concerned or interested directly or indirectly in any business in competition with the Financing Terms for the purposes business of fund reporting any Group Company in any jurisdiction or inter-fund reporting or to their fund manager, other funds managed by their fund manager and their respective auditors, counsel, directors, officers, employees, shareholders or investors; and (iiiii) Orchid Asia may, subject to the consent are included in a list of the Company, disclose its investment in sensitive parties the Company and notifies the Financing Terms Investor of its investment in writing from time to third parties or to the public at its sole discretion and, if it does so, the other Parties shall have the right to disclose to third parties any such information disclosed in a press release or other public announcement by Orchid Asiatime.

Permitted Disclosures. Notwithstanding anything in the foregoing:foregoing to the contrary, (ia) in the event that any Party is requested by any Government Authority or becomes legally compelled (including, without limitation, pursuant to securities laws and regulations and in connection with any legal, judicial, arbitration or administrative proceedings) to disclose the existence of this Agreement, any other Transaction Documents, any of the exhibits and schedules attached to such agreements, or any of the Financing Terms hereof in contravention of the provisions of this Section 8.13, such Party (the “Disclosing Party”) shall to the extent practicable and permitted by laws, provide the other parties (the “Non-Disclosing Parties”) with prompt written notice of that fact and use all commercially reasonable efforts to seek (with the cooperation and reasonable efforts of the other parties) a protective order, confidential treatment or other appropriate remedy with respect to the information which is requested or legally required to be disclosed. In such event, the Disclosing Party shall furnish only that portion of the information which is requested or legally required to be disclosed and shall exercise reasonable efforts to keep confidential such information to the extent reasonably requested by any Non-Disclosing Party; (ii) any Party Company may disclose any of the Financing Terms to its current or bona fide prospective investors, directors, officers, employees, shareholders, investment bankers, lenders, accountants accountants, auditors, insurers, business or financial advisors, and attorneys, in each case only where such Persons or entities are under appropriate nondisclosure obligations; without limiting the generality of the foregoingobligations imposed by professional ethics, Orchid Asia shall be entitled to disclose the Financing Terms for the purposes of fund reporting law or inter-fund reporting or to their otherwise; (b) each Investor (and its fund manager, other funds managed by their fund manager and their respective auditors, counsel, directors, officers, employees, shareholders or investors; and (iii) Orchid Asia may, subject to the consent of the Company, may disclose its such Investor’s investment in the Company and the Financing Terms of its investment to third parties or to the public at its sole discretion and, if and in relation thereto may use the Company’s logo and trademark and may include links to the Company’s website (without requiring the Company’s further consent). If it does so, the other Parties parties shall have the right to disclose to third parties any such information disclosed in a press release or other public announcement by Orchid Asiasuch Investor; (c) each Investor shall have the right to disclose: (i) any information to such Investor’s Affiliates, such Investor and/or its Affiliate’s employee, legal counsel, auditor, insurer, accountant, consultant or to an officer, director, investment counsel or advisor, or employee of such Investor, or Affiliates or any of their respective investors or Affiliates, provided, however, that any of the foregoing Persons shall be advised of the confidential nature of the information or are under appropriate non-disclosure obligation imposed by professional ethics, law or otherwise; (ii) any information for fund and inter-fund reporting purposes; (iii) any information as required by law, government authorities, exchanges and/or regulatory bodies, including by the Securities and Futures Commission of the Hong Kong Special Administrative Region, the China Securities and Regulatory Commission of the PRC or the Securities and Exchange Commission of the United States (or equivalent for other venues); and/or (iv) any information to bona fide prospective purchasers/investors of any share, security or other interests in the Company, and (v) any information contained in press releases or public announcements of the Company pursuant to Section 12.2 above. (d) the confidentiality obligations set out in this Section 12 do not apply to: (i) information which was in the public domain or otherwise known to the relevant party before it was furnished to it by another party hereto or, after it was furnished to that party, entered the public domain otherwise than as a result of (i) a breach by that party of this Section 12 or (ii) a breach of a confidentiality obligation by the discloser, where the breach was known to that party; (ii) information the disclosure of which is necessary in order to comply with any applicable law, the order of any court, the requirements of a stock exchange or to obtain tax or other clearances or consents from any relevant authority; or (iii) the disclosure of information by any director of the Company to its appointer or any of its affiliate or otherwise in accordance with the foregoing provisions of this Section 12.2.

Permitted Disclosures. Notwithstanding the foregoing: (i) in In the event that any Party is requested by any Government Governmental Authority or becomes legally compelled (including, without limitation, pursuant to securities laws and regulations Laws and in connection with any legal, judicial, arbitration or administrative proceedings) to disclose the existence of this Agreement, any other Transaction DocumentsAgreements, any of the exhibits and schedules attached to such agreements, or any of the Financing Terms hereof in contravention of the provisions of this Section 8.137.3, such Party (the “Disclosing Party”) shall to the extent practicable and permitted by lawsLaws, provide the other parties (the “Non-Disclosing Parties”) with prompt written notice of that fact and use all commercially reasonable efforts to seek (with the cooperation and reasonable efforts of the other parties) a protective order, confidential treatment or other appropriate remedy with respect to the information which is requested or legally required to be disclosed. In such event, the Disclosing Party shall furnish only that portion of the information which is requested or legally required to be disclosed and shall exercise reasonable efforts to keep confidential such information to the extent reasonably requested by any Non-Disclosing Party; (ii) any Party . The Parties may disclose any the existence of the Financing Terms transactions contemplated hereby and the terms and conditions thereof to its current or bona fide prospective investorsdirectors, employeesofficers, employees on a need-to-know basis, shareholders, investment bankers, lenders, accountants accountants, auditors, insurers, business or financial advisors, and attorneys, in ; provided that each case only where such Persons are under appropriate nondisclosure obligations; without limiting the generality of the foregoing, Orchid Asia recipient shall be entitled subject to either professional obligations to keep such information confidential or confidentiality obligations that are as restrictive as this Section 7.3. Each Investor may disclose the existence of such Investor’s proposed or actual investment in the Company and the Financing Terms for the purposes of fund reporting or inter-fund reporting or to their its legal advisors, fund manager, other funds managed by their its fund manager and their respective auditors, counsel, directors, officers, employeesemployees on a need-to-know basis, shareholders or investor, Affiliates, current or bona fide prospective investors, shareholders and partners of such Investor or its Affiliates; and (iii) Orchid Asia may, provided that each such recipient shall be subject to the consent of the Company, disclose its investment in the Company and the Financing Terms of its investment to third parties or to the public at its sole discretion and, if it does so, the other Parties shall have the right to disclose to third parties any such information disclosed in a press release or other public announcement by Orchid Asiacustomary confidentiality obligations.

Permitted Disclosures. Notwithstanding the foregoing: (i) in the event that any provisions of Section 10.1 above and subject to Sections 10.3 and 10.4 below, each Party is requested by any Government Authority or becomes legally compelled (including, without limitation, pursuant to securities laws may use and regulations and in connection with any legal, judicial, arbitration or administrative proceedings) to disclose the existence of other Party’s Confidential Information as follows: (a) under appropriate confidentiality obligations substantially equivalent to those in this Agreement, to its Affiliates, licensees, permitted Sublicensees, contractors and any other Transaction Documents, any of the exhibits and schedules attached to such agreements, or any of the Financing Terms hereof in contravention of the provisions of this Section 8.13, such Party (the “Disclosing Party”) shall Third Parties to the extent practicable such use and/or disclosure is necessary or reasonably useful to perform its obligations or to exercise the rights granted to it, or reserved by it, under this Agreement (including to grant licenses or permitted Sublicenses hereunder, and permitted in the case of La Jolla, to develop, manufacture and commercialize Products for use in the Asia-Pacific Territory); or (b) to the extent such disclosure is reasonably necessary in filing or prosecuting intellectual property applications, complying with the terms of licenses from Third Parties, prosecuting or defending litigation, complying with applicable governmental laws or regulations, obtaining Marketing Approval, conducting clinical trials hereunder with respect to a Product, or submitting information to tax or other governmental authorities. If a Party is required by law or regulations (including securities laws, provide the other parties (the “Non-Disclosing Parties”regulations or guidances) with prompt written notice of that fact and use all commercially reasonable efforts to seek (with the cooperation and reasonable efforts make any such disclosure of the other parties) a protective orderParty’s Confidential Information, confidential treatment or other appropriate remedy with respect to the information which is requested or legally required to be disclosed. In such event, the Disclosing Party shall furnish only that portion of the information which is requested or legally required to be disclosed and shall exercise reasonable efforts to keep confidential such information to the extent reasonably requested by it may legally do so, it will give reasonable advance notice to the other Party of such disclosure requirement and, save to the extent inappropriate in the case of patent applications or otherwise, will use its good faith efforts to secure confidential treatment of such Confidential Information prior to its disclosure (whether through protective orders or otherwise). For any Non-Disclosing Party; (ii) any Party may disclose any other disclosures of the Financing Terms other Party’s Confidential Information, including to its current or bona fide prospective investorsAffiliates, employeeslicensees, investment bankerspermitted Sublicensees, lenderscontractors and other Third Parties, accountants and attorneys, in each case only where a Party shall ensure that the recipient thereof is bound by a written confidentiality agreement as materially protective of such Persons are under appropriate nondisclosure obligations; without limiting the generality of the foregoing, Orchid Asia shall be entitled to disclose the Financing Terms for the purposes of fund reporting or inter-fund reporting or to their fund manager, other funds managed by their fund manager and their respective auditors, counsel, directors, officers, employees, shareholders or investors; and (iii) Orchid Asia may, subject to the consent of the Company, disclose its investment in the Company and the Financing Terms of its investment to third parties or to the public at its sole discretion and, if it does so, the other Parties shall have the right to disclose to third parties any such information disclosed in a press release or other public announcement by Orchid AsiaConfidential Information as this Article 10.

Permitted Disclosures. Notwithstanding the foregoing: (i) in the event that any Party is requested by any Government Authority or becomes legally compelled (including, without limitation, pursuant to securities laws and regulations and in connection with any legal, judicial, arbitration or administrative proceedings) to disclose the existence of this Agreement, any other Transaction Documents, any of the exhibits and schedules attached to such agreements, or any of the Financing Terms hereof in contravention of the provisions of this Section 8.139.13, such Party (the “Disclosing Party”) shall to the extent practicable and permitted by laws, provide the other parties (the “Non-Disclosing Parties”) with prompt written notice of that fact and use all commercially reasonable efforts to seek (with the cooperation and reasonable efforts of the other parties) a protective order, confidential treatment or other appropriate remedy with respect to the information which is requested or legally required to be disclosed. In such event, the Disclosing Party shall furnish only that portion of the information which is requested or legally required to be disclosed and shall exercise reasonable efforts to keep confidential such information to the extent reasonably requested by any Non-Disclosing Party; (ii) any Party may disclose any of the Financing Terms to its current or bona fide prospective investors, employees, investment bankers, lenders, accountants and attorneys, in each case only where such Persons are under appropriate nondisclosure obligations; without limiting the generality of the foregoing, Orchid Asia the Investors shall be entitled to disclose the Financing Terms for the purposes of fund reporting or inter-fund reporting or to their fund manager, other funds managed by their fund manager and their respective auditors, counsel, directors, officers, employees, shareholders or investors; and (iii) Orchid Asia each Investor may, without disclosing the identities of the other Investors or the Financing Terms of their respective investments in the Company without their consent, but subject to the consent of the Company, disclose its such Investor’s investment in the Company and the Financing Terms of its investment to third parties or to the public at its sole discretion and, if it does so, the other Parties shall have the right to disclose to third parties any such information disclosed in a press release or other public announcement by Orchid Asiasuch Investor.

Permitted Disclosures. Notwithstanding The obligations of confidentiality and non-use set forth in Section 8.1 shall not apply to the foregoing: extent that the receiving Party or its Affiliates: (a) is required to disclose Confidential Information pursuant to: (i) in an order of a court of competent jurisdiction; (ii) Applicable Laws; (iii) regulations or rules of a securities exchange; (iv) requirement of a Governmental Authority for purposes related to development or commercialization of an Included Product, or (v) the event that any exercise by each Party is requested by any Government Authority of its rights granted to it under this Agreement or becomes legally compelled its retained rights or as required to perfect Purchaser’s rights under the Transaction Documents; or (includingb) discloses such Confidential Information solely on a “need to know basis” to Affiliates, without limitationpotential or actual: acquirers, pursuant to securities laws merger partners, licensees, permitted assignees, collaborators (including Licensees), subcontractors, investment bankers, investors, limited partners, partners, lenders, or other financial partners, and regulations their respective directors, employees, contractors and in connection with any legalagents, judicial, arbitration or administrative proceedings(c) to disclose the existence provides a copy of this Agreement, any other Transaction Documents, any of the exhibits and schedules attached to such agreements, Agreement or any of the Financing Terms hereof in contravention of the provisions of this Section 8.13, such Party (the “Disclosing Party”) shall other Transaction Documents to the extent practicable requested by an authorized representative of a U.S. or foreign tax authority, (d) discloses Confidential Information in response to a routine audit or examination by, or a blanket document request from, a Governmental Entity; provided that (A) such Third Party or person or entity in subsection (b) agrees to confidentiality and permitted by laws, provide the other parties (the “Nonnon-Disclosing Parties”) with prompt written notice of that fact and use all commercially reasonable efforts to seek (with the cooperation and reasonable efforts of the other parties) a protective order, confidential treatment or other appropriate remedy obligations with respect to thereto at least as stringent as those specified for in this Article VIII; and (B) in the information which is requested or legally required to be disclosed. In such eventcase of (a)(i) through (iv), the Disclosing Party shall furnish only that portion of the information which is requested or legally required to be disclosed and shall exercise reasonable efforts to keep confidential such information to the extent reasonably requested permitted by any Non-Disclosing Party; (ii) any Applicable Law, the Recipient shall provide prior written notice thereof to the disclosing Party may disclose any of and provide the Financing Terms to its current or bona fide prospective investors, employees, investment bankers, lenders, accountants and attorneys, in each case only where such Persons are under appropriate nondisclosure obligations; without limiting the generality of the foregoing, Orchid Asia shall be entitled to disclose the Financing Terms opportunity for the purposes of fund reporting disclosing Party to review and comment on such required disclosure and request confidential treatment thereof or inter-fund reporting or to their fund manager, other funds managed by their fund manager and their respective auditors, counsel, directors, officers, employees, shareholders or investors; and (iii) Orchid Asia may, subject to the consent of the Company, disclose its investment in the Company and the Financing Terms of its investment to third parties or to the public at its sole discretion and, if it does so, the other Parties shall have the right to disclose to third parties any such information disclosed in a press release or other public announcement by Orchid Asiaprotective order therefor.

Permitted Disclosures. Notwithstanding the foregoing: (a) The consent required by Section 12.1 shall not apply to a disclosure: (i) by a Party to its directors or officers, or the directors, officers, partners or employees of any financial, accounting, legal and professional advisors of such Party and its Affiliates, as well as any contractors and subcontractors of such Party or to an Agent that has a bona fide need to be informed and whom is bound by the same confidentiality provisions set out in this Article 12; (ii) by a Party to a Person providing debt or equity financing or funding to the event that Party; (iii) by a Party to any third Person to whom the disclosing Party is requested by any Government Authority or becomes legally compelled (including, without limitation, pursuant to securities laws and regulations in a bona fide and in connection with any legal, judicial, arbitration or administrative proceedings) to disclose the existence good faith contemplates a transfer of this Agreement, any other Transaction Documents, any of the exhibits and schedules attached to such agreements, all or any part of its interest in or to the Financing Terms hereof Claims and/or this Agreement provided that such transfer is in contravention of full compliance with the provisions of this Section 8.13Agreement; (iv) by a Party to any Person that is proposing to acquire control of the Party by way of a take-over bid, the sale by the Party of all or substantially all of its assets or business, or the acquisition, amalgamation, arrangement, merger, or combination of the Party with or into any other Person; or (v) by a Party for the purpose of any judicial proceedings arising out of this Agreement or any other agreement entered into under or pursuant to this Agreement, provided that in the case of disclosure of Confidential Information contemplated under subsections (ii), (iii) and (iv), prior to receiving any such Party (Confidential Information, the “Disclosing Party”) shall to the extent practicable and permitted by laws, provide the other parties (the “Non-Disclosing Parties”) with prompt written notice of that fact and use all commercially reasonable efforts to seek (recipient enters into a confidentiality agreement with the cooperation and reasonable efforts disclosing Party pursuant to which the recipient provides a confidentiality undertaking to maintain the confidentiality of the other partiesConfidential Information in a manner consistent with this Agreement. (b) Only such Confidential Information as any recipient Person shall have a protective order, confidential treatment or other appropriate remedy with respect legitimate business need to the information which is requested or legally required to know shall be disclosed. In such event, no event shall any Party Information of the Disclosing non-disclosing Parties be disclosed to any Person. (c) The provisions of this Article 12 shall continue to apply to each Party notwithstanding any termination of this Agreement. Neither Party shall furnish only that portion be liable to the disclosing Party or any other Person in respect of any interpretations, opinions, findings, conclusions or other factual or non-factual information included by the disclosing Party in any report or other document provided to another Person, whether included by negligence or otherwise. Each disclosing Party shall indemnify and save harmless the other Party from and against all Legal Claims and Liabilities actually incurred by the other Parties in respect of the information which is requested or legally required to be disclosed and shall exercise reasonable efforts to keep confidential release by the disclosing Party of such information to the extent reasonably requested third Persons, irrespective of whether such release was consented to by any Non-Disclosing such other Party; (ii) any Party may disclose any of the Financing Terms to its current or bona fide prospective investors, employees, investment bankers, lenders, accountants and attorneys, in each case only where such Persons are under appropriate nondisclosure obligations; without limiting the generality of the foregoing, Orchid Asia shall be entitled to disclose the Financing Terms for the purposes of fund reporting or inter-fund reporting or to their fund manager, other funds managed by their fund manager and their respective auditors, counsel, directors, officers, employees, shareholders or investors; and (iii) Orchid Asia may, subject to the consent of the Company, disclose its investment in the Company and the Financing Terms of its investment to third parties or to the public at its sole discretion and, if it does so, the other Parties shall have the right to disclose to third parties any such information disclosed in a press release or other public announcement by Orchid Asia.

Permitted Disclosures. Notwithstanding The obligations of Sections 10.1, 10.2, and 10.6 shall not apply to the foregoing: extent that the receiving Party (a) is required to disclose Confidential Information it receives pursuant to (i) in the event that any Party is requested by any Government Authority an order of a court of competent jurisdiction, (ii) Applicable Laws, (iii) regulations or becomes legally compelled (includingrules of a securities exchange, including without limitation, pursuant to securities laws and regulations and limitation as required in connection with any legala public offering of a Party’s stock or to comply with regulations imposed by the United States Securities and Exchange Commission, judicialNASDAQ or stock exchange disclosure requirements, arbitration (iv) requirement of a governmental agency for purposes of obtaining approval to test or administrative proceedingsmarket the Product, or (v) subject to disclose the existence Joint Patent Committee’s approval on disclosure of Parties’ Confidential Information on a Patent Application pursuant to Article 3, disclosure of Information to a patent office for the purposes of filing or prosecuting a Patent Application as permitted in this Agreement, any other Transaction Documentsor (b) discloses such Confidential Information to Affiliates, any of the exhibits and schedules attached to such agreementspotential or actual acquirers, or any of the Financing Terms hereof in contravention of the provisions of this Section 8.13merger partners, such Party (the “Disclosing Party”) shall to the extent practicable and permitted by lawslicensees, provide the other parties (the “Non-Disclosing Parties”) with prompt written notice of that fact and use all commercially reasonable efforts to seek (with the cooperation and reasonable efforts of the other parties) a protective orderexternal advisors, confidential treatment or other appropriate remedy with respect to the information which is requested or legally required to be disclosed. In such eventSublicensees, the Disclosing Party shall furnish only that portion of the information which is requested or legally required to be disclosed and shall exercise reasonable efforts to keep confidential such information to the extent reasonably requested by any Non-Disclosing Party; (ii) any Party may disclose any of the Financing Terms to its current or bona fide prospective investorsassignees, employeessubcontractors, licensors, investment bankers, investors, lenders, accountants venture capital firms, investment bankers, or other potential financial partners, and attorneys, in their and each case only where such Persons are under appropriate nondisclosure obligations; without limiting the generality of the foregoing, Orchid Asia shall be entitled to disclose the Financing Terms for the purposes of fund reporting or inter-fund reporting or to their fund manager, other funds managed by their fund manager and their Parties’ respective auditors, counsel, directors, officers, employees, shareholders contractors, and agents; provided that such Third Party or investorsperson or entity in subsection (b) (except for venture capital firms) agrees to confidentiality and non-use obligations with respect thereto at least as stringent as those specified for in this Article 10; and provided that, in the case of (iiia)(i) Orchid Asia maythrough (iv), subject the receiving Party shall provide prior written notice thereof to the consent of the Company, disclose its investment in the Company and the Financing Terms of its investment to third parties or to the public at its sole discretion disclosing Party and, if it does sowhere practicable, reasonable opportunity for the other Parties disclosing Party to review and comment on such required disclosure and request confidential treatment thereof or a protective order therefore, which review and comment shall have be provided at least three (3) days after the right to disclose to third parties any disclosing Party receives such information disclosed in a press release or other public announcement by Orchid Asiawritten notice.

Permitted Disclosures. Notwithstanding The obligations of confidentiality and non-use set forth in Section 9.1 shall not apply to the foregoingextent that the receiving Party or its Affiliates: (a) is required to disclose Confidential Information pursuant to: (i) in an order of a court of competent jurisdiction; (ii) Applicable Laws; (iii) regulations or rules of a securities exchange; (iv) requirement of a Governmental Authority for purposes related to development or commercialization of an Included Product, or (v) the event that any exercise by each Party is requested by any Government Authority of its rights granted to it under this Agreement or becomes legally compelled its retained rights or as required to perfect Investor’s rights under the Transaction Documents; or (includingb) discloses such Confidential Information solely on a “need to know basis” to Affiliates, without limitationpotential or actual: acquirers, pursuant to securities laws merger partners, licensees, permitted assignees, collaborators (including Licensees), subcontractors, investment bankers, limited partners, lenders, or other financial partners, and regulations their respective directors, employees, contractors and in connection with any legalagents, judicial, arbitration or administrative proceedingsor (c) to disclose the existence provides a copy of this Agreement, any other Transaction Documents, any of the exhibits and schedules attached to such agreements, Agreement or any of the Financing Terms hereof in contravention of the provisions of this Section 8.13, such Party (the “Disclosing Party”) shall other Transaction Documents to the extent practicable requested by an authorized representative of a U.S. or foreign tax authority, (d) discloses Confidential Information in response to a routine audit or examination by, or a blanket document request from, a Governmental Authority; provided that (A) such Third Party or person or entity in clause (b) agrees to confidentiality and non-use obligations with respect thereto at least as stringent as those specified for in this Article IX; and (B) in the case of clauses (a)(i) through (iv) and clause (c), to the extent permitted by lawsApplicable Law, the Recipient shall provide prior written notice thereof to the disclosing Party and provide the other parties (opportunity for the “Non-Disclosing Parties”) with prompt written notice of disclosing Party to review and comment on such required disclosure and request confidential treatment thereof or a protective order therefor; and provided, further that fact and the Recipient will use all commercially reasonable efforts to seek (with the cooperation and reasonable efforts of the other parties) a protective order, secure confidential treatment or other appropriate remedy with respect of such information and the Confidential Information disclosed shall be limited to the that information which is requested or legally required to be disclosed. In such eventNotwithstanding anything set forth in this Agreement, prior to any foreclosure on the Collateral, the Disclosing Party Investors and the Investor Representative shall furnish only that portion not file any patent application based upon or using the Confidential Information of the information which is requested or legally required to be disclosed and shall exercise reasonable efforts to keep confidential such information to the extent reasonably requested by any Non-Disclosing Party; (ii) any Party may disclose any of the Financing Terms to its current or bona fide prospective investors, employees, investment bankers, lenders, accountants and attorneys, in each case only where such Persons are under appropriate nondisclosure obligations; without limiting the generality of the foregoing, Orchid Asia shall be entitled to disclose the Financing Terms for the purposes of fund reporting or inter-fund reporting or to their fund manager, other funds managed by their fund manager and their respective auditors, counsel, directors, officers, employees, shareholders or investors; and (iii) Orchid Asia may, subject to the consent of the Company, disclose its investment in the Company and the Financing Terms of its investment to third parties or to the public at its sole discretion and, if it does so, the other Parties shall have the right to disclose to third parties any such information disclosed in a press release or other public announcement by Orchid Asiaprovided hereunder.

Permitted Disclosures. Notwithstanding the foregoingrestrictions set forth in Section 11.1(a), the receiving Party may disclose Confidential Information of the other Party to: (i) in the event that any Party is requested by any Government Authority or becomes legally compelled (including, without limitation, pursuant to securities laws and regulations and in connection with any legal, judicial, arbitration or administrative proceedings) to disclose the existence of this Agreement, any other Transaction Documents, any of the exhibits and schedules attached to such agreements, or any of the Financing Terms hereof in contravention of the provisions of this Section 8.13, such Party (the “Disclosing Party”) shall to the extent practicable and permitted by laws, provide the other parties (the “Non-Disclosing Parties”) with prompt written notice of that fact and use all commercially reasonable efforts to seek (with the cooperation and reasonable efforts of the other parties) a protective order, confidential treatment governmental or other appropriate remedy with respect regulatory agencies in order to the information which is requested obtain Patents or legally required to gain or maintain approval to conduct clinical trials or to market Products, but such disclosure may be disclosed. In such event, the Disclosing Party shall furnish only that portion of the information which is requested or legally required to be disclosed and shall exercise reasonable efforts to keep confidential such information to the extent reasonably requested by any Non-Disclosing Party;necessary to obtain Patents or authorizations; or [***] = CERTAIN CONFIDENTIAL INFORMATION OMITTED (ii) any as the receiving Party may disclose any of the Financing Terms deems necessary to be disclosed, to its current Affiliates, agents, consultants, or bona fide prospective investorsother Third Parties for the Development, employeesManufacture or Commercialization of Product(s), or in connection with a potential or actual licensing transaction or contractual obligation related to such Product(s) or potential or actual loan, financing or investment bankersor acquisition, lendersmerger, accountants consolidation or similar transaction (or for such entities to determine their interest in performing such activities or to determine their rights and attorneysobligations as a result of completing such transactions) or in order to perform its obligations or exercise its rights under this Agreement, in each case only where on the condition that any Third Parties, other than Regulatory Authorities, to whom such Persons disclosures are under appropriate nondisclosure obligationsmade agree to be bound by confidentiality and non-use obligations substantially similar to those contained in this Agreement; without limiting provided that the generality term of the foregoing, Orchid Asia confidentiality and non-use applicable to such Third Parties shall be entitled no less than [***] (but of shorter duration if customary given the nature of such Person (i.e., investors, lenders and banking institutions) from the date of disclosure to disclose them, provided further, that with respect to Confidential Information of a Party that constitutes (a) a trade secret, such confidentiality and non-use obligations shall apply for so long as such information constitutes a trade secret under Applicable Laws and Regulations, or (b) confidential information of a Third Party, such confidentiality and non-use obligations shall apply for so long as such Party is required to keep such information confidential under such Third Party agreement (including any MacroGenics Third Party Agreement and Zai Third Party Agreement), but only if such Party informs the Financing Terms for other Party in writing of such additional obligations and identifies to the purposes other Party at the time of fund reporting or inter-fund reporting or to their fund manager, other funds managed by their fund manager and their respective auditors, counsel, directors, officers, employees, shareholders or investors; and (iii) Orchid Asia may, disclosure the information subject to the consent of the Company, disclose its investment in the Company and the Financing Terms of its investment to third parties or to the public at its sole discretion and, if it does so, the other Parties shall have the right to disclose to third parties any such information disclosed in a press release or other public announcement by Orchid Asiaadditional obligations.

Permitted Disclosures. Notwithstanding the foregoingrestrictions set forth in Section 10.1(a), the receiving Party may disclose Confidential Information of the other Party to: (i) in the event that any Party is requested by any Government Authority or becomes legally compelled (including, without limitation, pursuant to securities laws and regulations and in connection with any legal, judicial, arbitration or administrative proceedings) to disclose the existence of this Agreement, any other Transaction Documents, any of the exhibits and schedules attached to such agreements, or any of the Financing Terms hereof in contravention of the provisions of this Section 8.13, such Party (the “Disclosing Party”) shall to the extent practicable and permitted by laws, provide the other parties (the “Non-Disclosing Parties”) with prompt written notice of that fact and use all commercially reasonable efforts to seek (with the cooperation and reasonable efforts of the other parties) a protective order, confidential treatment governmental or other appropriate remedy with respect regulatory agencies in order to obtain Patents or to gain or maintain approval to conduct clinical trials or to market the information which is requested or legally required to Product, but such disclosure may be disclosed. In such event, the Disclosing Party shall furnish only that portion of the information which is requested or legally required to be disclosed and shall exercise reasonable efforts to keep confidential such information to the extent reasonably requested by any Non-Disclosing Party;necessary to obtain Patents or authorizations; or (ii) any as the receiving Party may disclose any deems necessary to be disclosed, to its Affiliates, agents, consultants, or other Third Parties for the Development, Manufacture (with respect to MacroGenics permitted disclosures) or Commercialization of the Financing Terms Product, or in connection with a licensing transaction or contractual obligation related to the Product or loan, financing or investment or acquisition, merger, consolidation or similar transaction (or for such entities to determine their interest in performing such activities or to determine their rights and obligations as a result of completing such transactions) or in order to perform its current obligations or bona fide prospective investors, employees, investment bankers, lenders, accountants and attorneysexercise its rights under this Agreement, in each case only where on the condition that any Third Parties, other than Regulatory Authorities, to whom such Persons disclosures are made agree to be bound by confidentiality and non-use obligations substantially similar to those contained in this Agreement; provided that the term of confidentiality and non-use applicable to such Third Parties shall be [***] (but of shorter duration if customary given the nature of such Person (i.e., investors, lenders and banking institutions; provided that with respect to any Confidential Information of MacroGenics hereunder that MacroGenics informed I-MAB in writing at or prior to the time of disclosure to I-MAB that such Confidential Information (either in itself or as a category of information) constitutes confidential information under appropriate nondisclosure obligations; without the Incyte Agreement such shorter duration [***]) from the date of disclosure to I-MAB, provided further, that with respect to Confidential Information of MacroGenics that constitutes (a) a trade secret, such confidentiality and non-use obligations shall apply for so long as such information constitutes a trade secret under Applicable Laws and Regulations, or (b) confidential information of a Third Party under a MacroGenics Third Party Agreement, such confidentiality and non-use obligations shall apply for so long as MacroGenics is required to keep such information confidential under such a MacroGenics Third Party Agreement. Without limiting the generality foregoing or remainder of this Section 10.1, with respect to Confidential Information of MacroGenics disclosed to I-MAB hereunder that at the foregoingtime of disclosure to I-MAB, Orchid Asia shall be entitled MacroGenics identifies such confidential information as a trade secret under the Incyte Agreement, prior to disclose the Financing Terms for the purposes of fund reporting or interI-fund reporting or MAB disclosing such trade secret to their fund manager, other funds managed by their fund manager and their respective auditors, counsel, directors, officers, employees, shareholders or investors; and a Third Party (iii) Orchid Asia may, subject to the consent of extent permitted hereunder), I-MAB shall expressly contractually bind the Company, disclose its investment in Third Party to obligations to keep the Company and the Financing Terms of its investment to third parties or trade secret confidential to the public at its sole discretion and, if it does so, the other Parties shall have the right to disclose to third parties any such information disclosed in extent protected as a press release or other public announcement by Orchid Asiatrade secret under Applicable Laws and Regulations.

Permitted Disclosures. Notwithstanding the foregoing: The consent required by Section 12.1 shall not apply to a disclosure: (i) by a Party to its directors or officers or to an Agent that has a bona fide need to be informed and whom is bound by the same confidentiality provisions set out in this Article 15; (ii) by a Party to any third Person to whom the event disclosing Party bona fide and in good faith contemplates a Transfer of all or any part of its interest in or to the Property and/or this Agreement; (iii) by a Party to its auditors, legal counsel, lenders, brokers, underwriters and investment bankers and to Persons with whom it is considering or intends to enter into a transaction for whom such Confidential Information would be relevant, provided that any such Persons are advised of the confidential nature of the Confidential Information, undertake to maintain the confidentiality of it and are strictly limited in their use of the Confidential Information to those purposes necessary for such Persons to perform the services for which they were, or are proposed to be, retained by such Party or to consider or effect the applicable transaction, as applicable; and (iv) in accordance with Section 12.4. Only such Confidential Information as such third Person shall have a legitimate business need to know shall be disclosed and such third Person shall first agree in writing with the other Party to protect the Confidential Information from further disclosure to the same extent as the Party is requested by any Government Authority or becomes legally compelled (including, without limitation, pursuant to securities laws and regulations and in connection with any legal, judicial, arbitration or administrative proceedings) to disclose the existence of obligated under this Agreement, any other Transaction Documents, any of the exhibits and schedules attached to such agreements, or any of the Financing Terms hereof in contravention of the Article 12. The provisions of this Section 8.13, such Article 12 shall continue to apply to any Party (notwithstanding any termination of the “Disclosing Party”) Options or this Agreement. No Party shall be liable to the extent practicable and permitted by lawsdisclosing Party or any other Person in respect of any interpretations, provide the other parties (the “Non-Disclosing Parties”) with prompt written notice of that fact and use all commercially reasonable efforts to seek (with the cooperation and reasonable efforts of the other parties) a protective orderopinions, confidential treatment findings, conclusions or other appropriate remedy with respect factual or non-factual information included by the disclosing Party in any report or other document provided to the information which is requested third Person, whether included by negligence or legally required to be disclosed. In such event, the Disclosing Party shall furnish only that portion of the information which is requested or legally required to be disclosed and shall exercise reasonable efforts to keep confidential such information to the extent reasonably requested by any Non-Disclosing Party; (ii) any Party may disclose any of the Financing Terms to its current or bona fide prospective investors, employees, investment bankers, lenders, accountants and attorneys, in each case only where such Persons are under appropriate nondisclosure obligations; without limiting the generality of the foregoing, Orchid Asia shall be entitled to disclose the Financing Terms for the purposes of fund reporting or inter-fund reporting or to their fund manager, other funds managed by their fund manager and their respective auditors, counsel, directors, officers, employees, shareholders or investors; and (iii) Orchid Asia may, subject to the consent of the Company, disclose its investment in the Company and the Financing Terms of its investment to third parties or to the public at its sole discretion and, if it does so, the other Parties shall have the right to disclose to third parties any such information disclosed in a press release or other public announcement by Orchid Asiaotherwise.

Permitted Disclosures. Notwithstanding the foregoing: Sections 8.1 and 8.2, (i) in the event that any Party is requested by any Government Authority or becomes legally compelled (Parties may, to the extent necessary, disclose and use Confidential Information to prepare Regulatory Filings, to fulfill all regulatory requirements related to work performed under this Agreement including, without limitation, pursuant correspondence with the FDA, and to comply with securities laws and other agency regulations and in connection with any legalupon advice of counsel, judicial, arbitration or administrative proceedings(ii) to disclose their employees, officers, directors and consultants, on a "need to know " basis, to the existence extent required for the performance of this AgreementAgreement and provided that such employees, officers, directors and consultants are bound by confidentiality and non-disclosure undertakings at least restrictive as the terms hereof, and (iii) the Parties may, to the extent necessary, disclose Confidential Information to their Affiliates, attorneys, and accountants, or to any potential investor or acquirer of a substantial part of such Party’s business (whether by merger, sale of assets, sale of stock, or otherwise) that is bound by a written agreement to keep such terms confidential, or as may be required by law. Each Party agrees to provide the other Party with prior written notice if the terms of this Agreement or any Confidential Information of the other Party is going be disclosed by such Party to an entity that directly competes with the other Party in the manufacture of the Product or in the distribution of the Product, as the case may be. Such notice will state the identity of such competitor, and such information will be the Confidential Information of the notifying Party. Notwithstanding the foregoing, any other Transaction Documents, such disclosure of any of the exhibits and schedules attached to such agreements, or terms of this Agreement and/or any Confidential Information of the Financing Terms hereof in contravention other Party, to a competitor of the provisions other Party, shall be subject to the other Party's prior written consent. The receiving Party shall be responsible for the compliance of the persons or entities to which it has disclosed Confidential Information of the other Party with the terms and conditions of this Section 8.13, such Party (the “Disclosing Party”) shall to the extent practicable and permitted by laws, provide the other parties (the “Non-Disclosing Parties”) with prompt written notice of that fact and use all commercially reasonable efforts to seek (with the cooperation and reasonable efforts of the other parties) a protective order, confidential treatment or other appropriate remedy with respect to the information which is requested or legally required to be disclosed. In such event, the Disclosing Party shall furnish only that portion of the information which is requested or legally required to be disclosed and shall exercise reasonable efforts to keep confidential such information to the extent reasonably requested by any Non-Disclosing Party; (ii) any Party may disclose any of the Financing Terms to its current or bona fide prospective investors, employees, investment bankers, lenders, accountants and attorneys, in each case only where such Persons are under appropriate nondisclosure obligations; without limiting the generality of the foregoing, Orchid Asia shall be entitled to disclose the Financing Terms for the purposes of fund reporting or inter-fund reporting or to their fund manager, other funds managed by their fund manager and their respective auditors, counsel, directors, officers, employees, shareholders or investors; and (iii) Orchid Asia may, subject to the consent of the Company, disclose its investment in the Company and the Financing Terms of its investment to third parties or to the public at its sole discretion and, if it does so, the other Parties shall have the right to disclose to third parties any such information disclosed in a press release or other public announcement by Orchid Asia8.4.

Permitted Disclosures. Notwithstanding the foregoing20.3.1 The obligation to maintain confidentiality (Section 20.1 hereof) shall not apply if: (ia) the Party discloses or uses the Confidential Information with prior written consent of the other Party; or b) the Party discloses or uses the Confidential Information on the basis of an obligation imposed by valid legal regulations or on the basis of an order of the competent court or any other authority in compliance with legal regulations or on the basis of stock exchange rules binding upon the Party; or c) the Party discloses or uses the Confidential Information in the event that any necessary extent needed for due exercise of rights or fulfilment of duties of the Party; or d) the Party is requested by any Government Authority discloses or becomes legally compelled (includinguses the Confidential Information in court, without limitationarbitration, pursuant to securities laws and regulations and in connection with any legal, judicial, arbitration mediation or administrative proceedings) to disclose proceedings for the existence purpose of obtaining a decision or consent of an authority that is required for fulfilment of this AgreementAgreement or for the purpose of exercise of its rights or fulfilment of its obligations (for instance, any other Transaction Documentsas evidence); or e) the Party discloses the Confidential Information, any of the exhibits and schedules attached to such agreements, or any of the Financing Terms hereof in contravention of the provisions of this Section 8.13, such Party (the “Disclosing Party”) shall to the extent practicable and permitted by lawsnecessary, provide the other parties (the “Non-Disclosing Parties”) with prompt written notice of to persons that fact and use all commercially reasonable efforts have to seek (be acquainted with the cooperation Confidential Information in order to be able to assess the Confidential Information, to provide consultancy and reasonable efforts the like, in particular its employees, persons acting on behalf of the such Party, its directors, consultants and other parties) a protective orderrepresentatives of such Party, confidential treatment or its Parent Company, Group Member, Person Interested, Financing Entity, other appropriate remedy with respect persons providing financing to the information which is requested or legally required to be disclosed. In such event, the Disclosing Party shall furnish only that portion of the information which is requested or legally required to be disclosed and shall exercise reasonable efforts to keep confidential such information to the extent reasonably requested by any Non-Disclosing Party; (ii) any Party may disclose any of the Financing Terms to its current or bona fide prospective investors, employees, investment bankers, lenders, accountants and attorneys, in each case only where such Persons are under appropriate nondisclosure obligations; without limiting the generality of the foregoing, Orchid Asia shall be entitled to disclose the Financing Terms for the purposes of fund reporting or inter-fund reporting or to their fund manager, other funds managed by their fund manager and their respective auditors, counsel, directors, officers, employees, shareholders or investors; and (iii) Orchid Asia may, subject to the consent of the Company, disclose its investment in the Company and the Financing Terms like; or f) the Confidential Information becomes publicly available without any breach of its investment legal regulations or this Agreement (including this Agreement being published in the Central Registry of Contracts maintained according to third parties or paragraph 5a of the Act No. 211/2000 Coll. on free access to the public at its sole discretion andinformation, if it does soas amended). 20.3.2 Prior to provision of information according to Section 20.3.1 letter e) hereof, the other Parties relevant Party shall have be obliged to procure that the right persons, to disclose whom it discloses the Confidential Information, will be acquainted with the conditions of this Article 20 and shall exert maximum efforts that can be reasonably requested from it in order to third parties any ensure that such information disclosed person will comply with the confidentiality duty under this Article 20 and it will not use the Confidential Information in a press release or other public announcement by Orchid Asiacontradiction with its purpose.

Permitted Disclosures. Notwithstanding the foregoingrestrictions set forth in Section 11.1(a), the receiving Party may disclose Confidential Information of the other Party to: (i) in the event that any Party is requested by any Government Authority or becomes legally compelled (including, without limitation, pursuant to securities laws and regulations and in connection with any legal, judicial, arbitration or administrative proceedings) to disclose the existence of this Agreement, any other Transaction Documents, any of the exhibits and schedules attached to such agreements, or any of the Financing Terms hereof in contravention of the provisions of this Section 8.13, such Party (the “Disclosing Party”) shall to the extent practicable and permitted by laws, provide the other parties (the “Non-Disclosing Parties”) with prompt written notice of that fact and use all commercially reasonable efforts to seek (with the cooperation and reasonable efforts of the other parties) a protective order, confidential treatment governmental or other appropriate remedy with respect regulatory agencies in order to the information which is requested obtain Patents or legally required to gain or maintain approval to conduct clinical trials or to market Products, but such disclosure may be disclosed. In such event, the Disclosing Party shall furnish only that portion of the information which is requested or legally required to be disclosed and shall exercise reasonable efforts to keep confidential such information to the extent reasonably requested by any Non-Disclosing Party;necessary to obtain Patents or authorizations; or 62 (ii) any as the receiving Party may disclose any of the Financing Terms deems necessary to be disclosed, to its current Affiliates, agents, consultants, or bona fide prospective investorsother Third Parties for the Development, employeesManufacture or Commercialization of Product(s), or in connection with a potential or actual licensing transaction or contractual obligation related to such Product(s) or potential or actual loan, financing or investment bankersor acquisition, lendersmerger, accountants consolidation or similar transaction (or for such entities to determine their interest in performing such activities or to determine their rights and attorneysobligations as a result of completing such transactions) or in order to perform its obligations or exercise its rights under this Agreement, in each case only where on the condition that any Third Parties, other than Regulatory Authorities, to whom such Persons disclosures are under appropriate nondisclosure obligationsmade agree to be bound by confidentiality and non-use obligations substantially similar to those contained in this Agreement; without limiting provided that the generality term of the foregoing, Orchid Asia confidentiality and non-use applicable to such Third Parties shall be entitled no less than [***] (but of shorter duration if customary given the nature of such Person (i.e., investors, lenders and banking institutions) from the date of disclosure to disclose them, provided further, that with respect to Confidential Information of a Party that constitutes (a) a trade secret, such confidentiality and non-use obligations shall apply for so long as such information constitutes a trade secret under Applicable Laws and Regulations, or (b) confidential information of a Third Party, such confidentiality and non-use obligations shall apply for so long as such Party is required to keep such information confidential under such Third Party agreement (including any MacroGenics Third Party Agreement and Zai Third Party Agreement), but only if such Party informs the Financing Terms for other Party in writing of such additional obligations and identifies to the purposes other Party at the time of fund reporting or inter-fund reporting or to their fund manager, other funds managed by their fund manager and their respective auditors, counsel, directors, officers, employees, shareholders or investors; and (iii) Orchid Asia may, disclosure the information subject to the consent of the Company, disclose its investment in the Company and the Financing Terms of its investment to third parties or to the public at its sole discretion and, if it does so, the other Parties shall have the right to disclose to third parties any such information disclosed in a press release or other public announcement by Orchid Asiaadditional obligations.

Permitted Disclosures. Notwithstanding the foregoing: (i) in In the event that any Party is requested by any Government Governmental Authority or becomes legally compelled (including, without limitation, pursuant to securities laws and regulations and in connection with any legal, judicial, arbitration or administrative proceedings) to disclose the existence of this Agreement, any other Transaction Documents, any of the exhibits and schedules attached to such agreements, or any of the Financing Terms hereof in contravention of the provisions of this Section 8.138.16, such Party (the “Disclosing Party”) shall to the extent practicable and permitted by lawsLaws, provide the other parties Parties (the “Non-Disclosing Parties”) with prompt written notice of that fact and use all commercially reasonable efforts to seek (with the cooperation and reasonable efforts of the other partiesParties) a protective order, confidential treatment or other appropriate remedy with respect to the information which is requested or legally required to be disclosed. In such event, the Disclosing Party shall furnish only that portion of the information which is requested or legally required to be disclosed and shall exercise reasonable efforts to keep confidential such information to the extent reasonably requested by any Non-Disclosing Party; (ii) any Party . Each of the Company and the other Parties may disclose any the existence of the Financing Terms investment in the Company by the other Parties, as applicable, and the terms and conditions of such investment solely to its current or bona fide prospective investorsinvestors or its bona fide transferees, employeesgeneral partners, investment bankers, lenders, accountants and attorneys, in each case only where such Persons are under appropriate nondisclosure obligations; without limiting the generality of the foregoing, Orchid Asia shall be entitled to disclose the Financing Terms for the purposes of fund reporting or inter-fund reporting or to their fund manager, other funds managed by their fund manager and their respective auditors, counsellimited partners, directors, officers, employees, shareholders shareholders, investment bankers, lenders, accountants, auditors, insurers, business or investorsfinancial advisors, and attorneys (collectively “Representatives”); and (iii) Orchid Asia may, provided that each such recipient shall be informed of the confidential nature of such information and either be subject to professional obligations to keep such information confidential or confidentiality obligations that are as restrictive as this Section 8.16. Each Party, as applicable, may disclose the consent existence of the Company, disclose its such Party’s investment in the Company including the terms and conditions thereof and the Financing Terms Confidential Information to its and its Affiliates’ Representatives on a need-to-know basis, provided that each such recipient shall be informed of the confidential nature of such information and either be subject to professional obligations to keep such information confidential or confidentiality obligations that are as restrictive as this Section 8.16 and that each Party shall be liable for any breach of confidentiality obligations by any of its investment to third parties or to the public at its sole discretion and, if it does so, the other Parties shall have the right to disclose to third parties any such information disclosed in a press release or other public announcement by Orchid AsiaRepresentatives.

Permitted Disclosures. Notwithstanding 9.3.1 Nothing in this Agreement shall be construed to restrict either Party from disclosing Confidential Information as required by applicable Law, including by a court order or other Governmental Order or request, provided in each case Receiving Party shall, to the foregoing: extent legally permitted, give the Disclosing Party prompt written notice (iand in any case at least five (5) Business Days’ notice) of such request or requirement in order to allow Disclosing Party to take whatever action it deems necessary to protect its Confidential Information. In the event that any Party no protective order or other remedy is requested by any Government Authority or becomes legally compelled (including, without limitation, pursuant to securities laws and regulations and in connection with any legal, judicial, arbitration or administrative proceedings) to disclose the existence of this Agreement, any other Transaction Documents, any of the exhibits and schedules attached to such agreementsobtained, or any of the Financing Terms hereof in contravention of the provisions of this Section 8.13, such a Party (the “Disclosing Party”) shall to the extent practicable and permitted by laws, provide the other parties (the “Non-Disclosing Parties”) with prompt written notice of that fact and use all commercially reasonable efforts to seek (waives compliance with the cooperation and reasonable efforts of the other parties) a protective order, confidential treatment or other appropriate remedy with respect to the information which is requested or legally required to be disclosed. In such eventconfidentiality obligations herein, the Disclosing Receiving Party shall furnish only that portion of the information Confidential Information which it is requested or advised by counsel as being legally required required. In addition, the Receiving Party shall permit the Disclosing Party to be disclosed and shall exercise reasonable efforts attempt to keep confidential limit such information to disclosure by appropriate legal means. 9.3.2 Notwithstanding the extent reasonably requested by any Non-Disclosing Party; (ii) any nondisclosure obligations set forth in Section 9.1, each Party may disclose any the Confidential Information of the Financing Terms other Party to its current or bona fide prospective investors, employees, investment bankers, lenders, accountants those Third Parties: (a) who have a reasonable need for the Confidential Information in the performance of their services in connection with the matters (including the development and attorneys, commercialization of products and services) set forth in each case only where such Persons this Agreement; (b) who are under appropriate nondisclosure obligations; without limiting the generality informed of the foregoing, Orchid Asia shall be entitled confidential nature of the Confidential Information; and (c) who are bound not to disclose such Confidential Information or use the Financing Terms for same except in the purposes performance of fund reporting its contractual obligations to Abbott or inter-fund reporting or Quanterix. 9.3.3 Notwithstanding the nondisclosure obligations set forth in Section 9.1, each Party may disclose the terms of this Agreement to their fund manager, other funds managed by their fund manager such Party’s and their respective auditors, counsel, directors, its Affiliates’ officers, employees, shareholders directors, consultants and agents who need to know such information for purposes of the matters contemplated herein and to such Party’s actual or investorspotential acquirers, investment bankers or other financial advisors, or actual or potential investors or lenders who need to know such information for purposes of the contemplated transaction (collectively, “Representatives”); and provided that (iiix) Orchid Asia mayeach such disclosee has been directed by such Party to treat such information confidentially, (y) such disclosee is subject to the consent confidentiality obligations under existing agreements or professional standards that are no less restrictive than those set forth in this Agreement and (z) each Party shall be responsible for any breach of the Company, disclose its investment in the Company and the Financing Terms this Agreement by any of its investment to third parties or to the public at its sole discretion and, if it does so, the other Parties shall have the right to disclose to third parties any such information disclosed in a press release or other public announcement by Orchid AsiaRepresentatives.

Permitted Disclosures. Notwithstanding The Receiving Party may disclose Confidential Information belonging to the foregoingDisclosing Party as expressly permitted by this Agreement or if and to the extent such disclosure is reasonably necessary in the following instances: (ia) Prosecution and Maintenance of Patents as permitted by this Agreement; (b) Regulatory Filings for Licensed Product that such Party has a license or right to develop hereunder in a given country or jurisdiction; (c) prosecuting or defending litigation as permitted by this Agreement; (d) complying with applicable court orders or governmental regulations, including mutually recognized securities laws; (e) in response to a valid request by a U.S., state, foreign, provincial, or local tax authority, in which case either Party may disclose, a copy of this Agreement (including any Exhibits, schedules, ancillary agreements, and amendments hereto); (f) disclosure to its and its Affiliates’ employees, consultants, contractors and agents, and to Sublicensees (in the event that any Party is requested by any Government Authority or becomes legally compelled (includingcase of Fulcrum), without limitation, pursuant to securities laws and regulations and in each case on a need-to- know basis in connection with any legalthe Research, judicialDevelopment, arbitration Manufacture, use, Commercialization, or administrative proceedings) to disclose other exploitation of Licensed Products in accordance with the existence terms of this Agreement, any other Transaction Documents, any in each case under written obligations of the exhibits confidentiality and schedules attached to such agreements, or any of the Financing Terms hereof in contravention of the provisions of this Section 8.13, such Party (the “Disclosing Party”) shall to the extent practicable and permitted by laws, provide the other parties (the “Nonnon-Disclosing Parties”) with prompt written notice of that fact and use all commercially reasonable efforts to seek (with the cooperation and reasonable efforts of the other parties) a protective order, confidential treatment or other appropriate remedy with respect to the information which is requested or legally required to be disclosed. In such event, the Disclosing Party shall furnish only that portion of the information which is requested or legally required to be disclosed and shall exercise reasonable efforts to keep confidential such information to the extent reasonably requested by any Non-Disclosing Party;use; and (iig) any Party may disclose any of the Financing Terms disclosure to its current or bona fide prospective potential and actual investors, employeesacquirers, investment bankerslicensees and other financial partners solely for the purpose of evaluating or carrying out an actual or potential investment, lenders, accountants and attorneysacquisition or financing, in each case only where under written obligations of confidentiality and non-use at least as stringent as those herein; provided, however, that with respect to disclosure to actual or bona fide potential investors or financiers, such Persons are disclosure is under appropriate nondisclosure obligations; without limiting the generality a written obligation of confidentiality that is consistent with market terms, including a shorter period of time during which such information must be held confidential. Notwithstanding the foregoing, Orchid Asia shall be entitled if a Party is required to disclose make a disclosure of the Financing Terms for other Party’s Confidential Information pursuant to Section 8.1.3(d) or (e), it shall, except where impracticable, give reasonable advance notice to the purposes other Party of fund reporting such disclosure and use efforts to secure confidential treatment of such Confidential Information at least as diligent as such Party would use to protect its own Confidential Information, but in no event less than reasonable efforts. Any information disclosed pursuant to Section 8.1.3(d) or inter-fund reporting or to their fund manager, other funds managed by their fund manager (e) remains Confidential Information and their respective auditors, counsel, directors, officers, employees, shareholders or investors; and (iii) Orchid Asia may, subject to the consent restrictions set forth in this Agreement, including the foregoing provisions of the Company, disclose its investment in the Company and the Financing Terms of its investment to third parties or to the public at its sole discretion and, if it does so, the other Parties shall have the right to disclose to third parties any such information disclosed in a press release or other public announcement by Orchid Asiathis Article 8.

Permitted Disclosures. Notwithstanding The obligations of confidentiality and non-use set forth in Section 9.1 shall not apply to the foregoingextent that the receiving Party or its Affiliates: (a) is required to disclose Confidential Information pursuant to: (i) an order of a court of competent jurisdiction; (ii) Applicable Laws; (iii) regulations or rules of a securities exchange; (iv) requirement of a Governmental Authority for purposes related to development or Commercialization of an Included Product, or (v) the exercise by each Party of its rights granted to it under this Agreement or its retained rights or as required to perfect Investor’s rights under the Transaction Documents; (b) discloses such Confidential Information as reasonably necessary to prosecute or defend against litigation, including in the event that any response to a subpoena in a Third Party is requested by any Government Authority litigation; (c) discloses such Confidential Information solely on a “need to know basis” to Affiliates, or becomes legally compelled potential or actual: acquirers, merger partners, licensees, permitted assignees, collaborators (includingincluding Licensees), without limitationsubcontractors, pursuant to securities laws investment bankers, limited partners, lenders, or other financial partners, and regulations their respective directors, employees, contractors and in connection with any legal, judicial, arbitration or administrative proceedingsagents; (d) to disclose the existence provides a copy of this Agreement, any other Transaction Documents, any of the exhibits and schedules attached to such agreements, Agreement or any of the Financing Terms hereof in contravention of the provisions of this Section 8.13, such Party (the “Disclosing Party”) shall other Transaction Documents to the extent practicable requested by an authorized representative of a U.S. or foreign tax authority; or (e) discloses Confidential Information in response to a routine audit or examination by, or a blanket document request from, a Governmental Authority; provided that (A) such Third Party or person or entity in clause (b) agrees to confidentiality and non-use obligations with respect thereto at least as stringent as those specified for in this ARTICLE IX; and (B) in the case of clauses (a)(i) through (iv) and clause (d), to the extent permitted by lawsApplicable Law, the Recipient shall provide prior written notice thereof to the disclosing Party and provide the other parties (opportunity for the “Non-Disclosing Parties”) with prompt written notice of disclosing Party to review and comment on such required disclosure and request confidential treatment thereof or a protective order therefor; and provided, further, that fact and the Recipient will use all commercially reasonable efforts to seek (with the cooperation and reasonable efforts of the other parties) a protective order, secure confidential treatment or other appropriate remedy with respect of such information and the Confidential Information disclosed shall be limited to the that information which is requested or legally required to be disclosed. In such eventNotwithstanding anything set forth in this Agreement, prior to any foreclosure on the Collateral, the Disclosing Party Investor shall furnish only that portion not file any patent application based upon or using the Confidential Information of the information which is requested or legally required to be disclosed and shall exercise reasonable efforts to keep confidential such information to the extent reasonably requested by any Non-Disclosing Party; (ii) any Party may disclose any of the Financing Terms to its current or bona fide prospective investors, employees, investment bankers, lenders, accountants and attorneys, in each case only where such Persons are under appropriate nondisclosure obligations; without limiting the generality of the foregoing, Orchid Asia shall be entitled to disclose the Financing Terms for the purposes of fund reporting or inter-fund reporting or to their fund manager, other funds managed by their fund manager and their respective auditors, counsel, directors, officers, employees, shareholders or investors; and (iii) Orchid Asia may, subject to the consent of the Company, disclose its investment in the Company and the Financing Terms of its investment to third parties or to the public at its sole discretion and, if it does so, the other Parties shall have the right to disclose to third parties any such information disclosed in a press release or other public announcement by Orchid Asiaprovided hereunder.

Permitted Disclosures. Notwithstanding Each of the foregoingfollowing 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 this Section 6.11: (a) making any filing with a Governmental Authority that is required in connection with the performance of the obligations contained in this Services Agreement or the consummation of the transactions contemplated hereby; (b) subject to obtaining reasonable assurances of confidentiality, obtaining any permits, consents or licenses from a third party as required by this Services Agreement, provided that the Party seeking such permit, consent or license shall only disclose the identity of the other Party and the general nature of the transaction to such third party; (c) defending or prosecuting any litigation, Proceeding or dispute; (d) as otherwise required by Law or administrative process; provided that in the event of (c) or (d) above, (1) the scope of the information to be disclosed shall be solely that which is reasonably necessary for the respective purpose stated above, (2) the receiving Party shall provide written notice to the disclosing Party as to the need for such disclosure and such scope, as soon as the receiving Party first becomes aware of such, in order to give the disclosing Party the opportunity to appear and object, if it so chooses and (3) the court may review such information under seal, upon the disclosing Party's making a motion for such, to which the receiving Party shall make no objection; (e) disclosing to any and all Persons, without limitation of any kind, the U.S. federal and state tax treatment and tax structure (tax structure shall mean any fact that may be relevant to understanding the U.S. federal or state tax treatment of the transaction) contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are provided to the Party making the disclosure relating to such tax treatment and tax structure except to the extent maintaining confidentiality of such information is necessary to comply with any federal or state securities laws; (f) 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 Party and give such Party a reasonable opportunity to oppose such disclosure or request confidential treatment of such disclosure if available); (g) subject to reasonable assurances of confidentiality, disclosing this Services Agreement or its contents or the transactions and obligations contemplated hereby or thereby to Representatives of the Parties and their Affiliates with a bona fide need to know such information; (h) disclosing this Services Agreement or its contents or the transactions and obligations contemplated hereby (1) subject to the terms of a confidentiality agreement protecting the confidentiality of such information, to current or potential lenders to, investors in and purchasers of the parties or their Affiliates (or any portion thereof) so long as (A) the due diligence investigation by the lender, investor or purchaser, as applicable, of such Party and its Affiliates is substantially complete, (B) the definitive agreement with respect to such loan, investment or purchase, as applicable, is substantially complete and substantially all of the material terms with respect thereto (including, (x) with respect to a 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 (C) 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 (aa) 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 (bb) in the case of all other transactions contemplated by this clause (C), been apprised of such transaction and have consented to further negotiations subject to final board (or senior management) approval, and (2) 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; or (i) enforcing the Parties' rights hereunder. Additional reasons for disclosure of Confidential Information of a Party may be permitted as expressly set forth in the event that any Party is requested by any Government Authority or becomes legally compelled (including, without limitation, pursuant to securities laws and regulations and in connection with any legal, judicial, arbitration or administrative proceedings) to disclose the existence of this Agreement, any other Transaction Documents, any of the exhibits and schedules attached to such agreements, or any of the Financing Terms hereof in contravention of the provisions of this Section 8.13, such Party (the “Disclosing Party”) shall to the extent practicable and permitted by laws, provide the other parties (the “Non-Disclosing Parties”) with prompt written notice of that fact and use all commercially reasonable efforts to seek (with the cooperation and reasonable efforts of the other parties) a protective order, confidential treatment or other appropriate remedy with respect to the information which is requested or legally required to be disclosed. In such event, the Disclosing Party shall furnish only that portion of the information which is requested or legally required to be disclosed and shall exercise reasonable efforts to keep confidential such information to the extent reasonably requested by any Non-Disclosing Party; (ii) any Party may disclose any of the Financing Terms to its current or bona fide prospective investors, employees, investment bankers, lenders, accountants and attorneys, in each case only where such Persons are under appropriate nondisclosure obligations; without limiting the generality of the foregoing, Orchid Asia shall be entitled to disclose the Financing Terms for the purposes of fund reporting or inter-fund reporting or to their fund manager, other funds managed by their fund manager and their respective auditors, counsel, directors, officers, employees, shareholders or investors; and (iii) Orchid Asia may, subject to the consent of the Company, disclose its investment in the Company and the Financing Terms of its investment to third parties or to the public at its sole discretion and, if it does so, the other Parties shall have the right to disclose to third parties any such information disclosed in a press release or other public announcement by Orchid Asia6.11.

Permitted Disclosures. Notwithstanding Confidential Information may be disclosed to employees, agents, consultants and actual or bona fide potential Sublicensees of the foregoing: (i) Receiving Party or its Affiliates, but only to the extent reasonably required to accomplish the purposes of this Agreement and only if such employees, agents, consultants and actual or potential bona fide Sublicensees to whom disclosure is to be made are subject to a written obligation to hold in confidence and not make use of such information for any purpose other than those permitted by this Agreement. Each Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that such employees, agents, consultants, Affiliates and Sublicensees do not disclose or make any unauthorized use of the Confidential Information. The Receiving Party shall be permitted to disclose Confidential Information in the event that any Party is requested by any Government Authority or becomes legally compelled (includingthat, without limitation, pursuant to securities laws and regulations and in connection with any legal, judicial, arbitration or administrative proceedings) to disclose the existence of this Agreement, any other Transaction Documents, any of the exhibits and schedules attached to such agreements, or any of the Financing Terms hereof in contravention of the provisions of this Section 8.13, such Party (the “Disclosing Party”) shall only to the extent practicable and permitted by lawsthat, provide the other parties (the “Non-Disclosing Parties”) with prompt written notice of that fact and use all commercially reasonable efforts to seek (with the cooperation and reasonable efforts of the other parties) a protective order, confidential treatment or other appropriate remedy with respect to the such information which is requested or legally required to be disclosed. In such event, the Disclosing Party shall furnish only that portion of the information which is requested or legally required to be disclosed to comply with applicable laws or regulations or for regulatory filings to test, register and shall exercise reasonable efforts to keep confidential sell or license products, or develop products for sale or license (such information as disclosure to the United States Securities and Exchange Commission, the United States Environmental Protection Agency, the United States Department of Energy, the United States Food and Drug Administration, or the United States Patent and Trademark Office, or to their foreign equivalents) (including any disclosure necessary to enable a claim that a Party has the right to file pursuant to the terms of this Agreement), or to comply with a court or administrative order, provided that the Disclosing Party receives prior written notice of such disclosure and that the Receiving Party takes all reasonable and lawful actions to obtain confidential treatment for such disclosure and, if possible, to minimize the extent reasonably requested by any Non-Disclosing Party; (ii) any of such disclosure. In addition, each Party may disclose any the terms of the Financing Terms this Agreement to its current or bona fide prospective investors, employeeslenders, investment bankers, lenders, accountants and attorneys, in each case only where such Persons are under appropriate nondisclosure obligations; without limiting the generality of the foregoing, Orchid Asia shall be entitled to disclose the Financing Terms similar financial institutions solely for the purposes of fund reporting financing the business operations of such Party and to third parties in connection with a potential bona fide merger or inter-fund reporting or to their fund manager, other funds managed by their fund manager and their respective auditors, counsel, directors, officers, employees, shareholders or investors; and acquisition transaction either (iiii) Orchid Asia may, subject to upon the written consent of the Companyother Party or (ii) if the disclosing Party obtains a signed confidentiality agreement with such financial institution or third party with respect to such information, disclose its investment upon terms substantially similar to those contained in the Company and the Financing Terms of its investment to third parties or to the public at its sole discretion and, if it does so, the other Parties shall have the right to disclose to third parties any such information disclosed in a press release or other public announcement by Orchid Asiathis Section.

Permitted Disclosures. Notwithstanding 21.2.1 The Confidential Information, that either Party receives from the foregoingother may, subject to Clause 21.2.2, be disclosed by such Party: (iA) to any other Party; (B) to any Person who is legal counsel, other professional consultant or adviser to that Party in the event that any Party is requested by any Government Authority relation to matters contemplated under or becomes legally compelled (including, without limitation, pursuant to securities laws and regulations and in connection with any legal, judicial, arbitration or administrative proceedings) to disclose the existence of this Agreement, any other Transaction Documents, any of the exhibits and schedules attached to such agreements, or any of the Financing Terms hereof in contravention of the provisions of this Section 8.13, such Party (the “Disclosing Party”) shall to the extent practicable and permitted by lawsthat their role requires them to have access to the Confidential Information, provide the other parties (the “Non-Disclosing Parties”) with prompt written notice of that fact and use all commercially reasonable efforts to seek (in each case in connection with the cooperation and reasonable GTA Project and/or Future GTA Project; (C) to any Person who is an insurer, accountant, underwriter or provider of finance or financial support (including any bank, lending agency, export credit agency, funding agency, insurance agency or similar institution in relation to that finance, or to advisers or consultants to any such bank, agency or institution) to that Party, including efforts by the Seller Group or one or more of the other partiesSellers or an Affiliate of one or more of the Sellers to obtain funds or project financing, or to document any loan to or security granted by the Seller Group or one or more of the Sellers or an Affiliate of one or more of the Sellers; (D) a protective order, confidential treatment or other appropriate remedy with respect if required and to the information extent required by the rules of any recognised stock exchange or agency established in connection therewith with which such Party is requested bound to comply; (E) if required and to the extent required by any applicable Law, or by a Competent Authority, or such Party becomes legally required to be disclosed. In disclose such eventinformation, provided that such Party shall, to the Disclosing extent practicable, give prior notice to the other Party shall of the requirement and the terms thereof and will furnish only that portion of the such information which that it is requested or legally required to furnish; [***]; (F) to any of its Affiliates or shareholders (or any company involved in the provision of advice to any such shareholder for the purposes of this Agreement) and any employee, officer, agent and/or contractor of such Affiliates or shareholders to which disclosure is permitted pursuant to this Clause 21.2.1(E), to the extent that their role requires them to have access to the Confidential Information; (G) in the case of SMHPM to the Ministries and other Competent Authorities of the Government of Mauritania in accordance with their internal procedures; (H) in the case of PETROSEN to the Ministries and other Competent Authorities of the Government of Senegal in accordance with their internal procedures; (I) to a bona fide purchaser or proposed bona fide purchaser of any or all of the shares in any Party; (J) with the prior written consent of the Party to which the Confidential Information relates; (K) to a bona fide Transferee or proposed bona fide Transferee of an Upstream Participating Interest; (L) disclosed to the extent required to vest the full benefit of this Agreement to a bona fide party to whom assignment is permitted under Clause 24; (M) in order to enable a determination by an arbitral tribunal or Expert to be disclosed made under Clause 23 or the enforcement of any such determination; (N) in respect of the Seller Group, to the LNG Hub Facilities Operator and shall exercise reasonable efforts to keep confidential such information providers of Marine Services to the extent reasonably requested by any Non-Disclosing Partyrequired to facilitate the performance of its responsibilities in connection with this Agreement; (iiO) any Party may disclose any in respect of the Financing Terms Buyer, to the Transporter, to its current or bona fide prospective investorscounterparties under any resale arrangements and providers of Marine Services to the extent reasonably required to facilitate the performance of its responsibilities in connection with this Agreement , employees, investment bankers, lenders, accountants and attorneys, in each case only where such Persons are persons to whom disclosure is required under appropriate nondisclosure obligations; without limiting the generality of the foregoing, Orchid Asia shall be entitled to disclose the Financing Terms for the purposes of fund reporting or inter-fund reporting or to their fund manager, other funds managed by their fund manager and their respective auditors, counsel, directors, officers, employees, shareholders or investorsClause 24.3; and (iiiP) Orchid Asia may, subject to the consent extent it is already in the public domain (other than as a result of a breach by the relevant Party or its Representative of the Company, disclose its investment terms of this Clause 21). 21.2.2 A Party making any disclosure pursuant to Clause 21.2.1 shall ensure that any Person listed in the Company and the Financing Terms of its investment to third parties or to the public at its sole discretion and, if it does so, the other Parties shall have the right to disclose to third parties any such information disclosed in a press release or other public announcement by Orchid Asia.Clause ‎21.2.1

Permitted Disclosures. Notwithstanding the foregoing: (a) The consent required by Section 10.1 shall not apply to a disclosure: (i) by a Party to its directors or officers, or the directors, officers, partners or employees of any financial, accounting, legal and professional advisors of such Party and its Affiliates, as well as to a Representative that has a bona fide need to be informed and who is bound by the same confidentiality provisions set out in this Article 10; (ii) by a Party to a Person providing debt or equity financing or funding to the event that any Party is requested by any Government Authority or becomes legally compelled Party; (including, without limitation, pursuant to securities laws and regulations and in connection with any legal, judicial, arbitration or administrative proceedingsiii) to disclose the existence of extent not prohibited by this Agreement, by a Party to any Person that is proposing to acquire control of the Party by way of a take-over bid, the sale by the Party of all or substantially all of its assets or business, or the acquisition, amalgamation, arrangement, merger, or combination of the Party with or into any other Transaction DocumentsPerson; or (iv) by a Party for the purpose of any judicial proceedings arising out of this Agreement or any other agreement entered into under or pursuant to this Agreement, provided that in the case of disclosure of Confidential Information contemplated under subsections (ii) and (iii) above, prior to receiving any such Confidential Information, the recipient enters into a confidentiality agreement with the disclosing Party pursuant to which the recipient provides a confidentiality undertaking to maintain the confidentiality of the exhibits and schedules attached Confidential Information in a manner consistent with this Agreement. (b) Only such Confidential Information as any recipient Person shall have a legitimate business need to such agreements, or any of the Financing Terms hereof in contravention of the provisions of this Section 8.13, such Party (the “Disclosing Party”) know shall to the extent practicable and permitted by laws, provide the other parties (the “Non-Disclosing Parties”) with prompt written notice of that fact and use all commercially reasonable efforts to seek (with the cooperation and reasonable efforts of the other parties) a protective order, confidential treatment or other appropriate remedy with respect to the information which is requested or legally required to be disclosed. In such event, no event shall any Party Information of the Disclosing non-disclosing Party be disclosed to any Person. (c) The provisions of this Article 10 shall continue to apply to each Party notwithstanding any termination of this Agreement. Neither Party shall furnish only that portion be liable to the disclosing Party or any other Person in respect of any interpretations, opinions, findings, conclusions or other factual or non-factual information included by the disclosing Party in any report or other document provided to another Person, whether included by negligence or otherwise. Each disclosing Party shall indemnify and save harmless the other Party from and against all Losses actually incurred by the other Party in respect of the information which is requested or legally required to be disclosed and shall exercise reasonable efforts to keep confidential release by the disclosing Party of such information to the extent reasonably requested third Persons, irrespective of whether such release was consented to by any Non-Disclosing such other Party; (ii) any Party may disclose any of the Financing Terms to its current or bona fide prospective investors, employees, investment bankers, lenders, accountants and attorneys, in each case only where such Persons are under appropriate nondisclosure obligations; without limiting the generality of the foregoing, Orchid Asia shall be entitled to disclose the Financing Terms for the purposes of fund reporting or inter-fund reporting or to their fund manager, other funds managed by their fund manager and their respective auditors, counsel, directors, officers, employees, shareholders or investors; and (iii) Orchid Asia may, subject to the consent of the Company, disclose its investment in the Company and the Financing Terms of its investment to third parties or to the public at its sole discretion and, if it does so, the other Parties shall have the right to disclose to third parties any such information disclosed in a press release or other public announcement by Orchid Asia.

Permitted Disclosures. Notwithstanding Section 10.1(a), any party hereto may disclose any Confidential Information: (a) to any Governmental Entity in connection with applications for approval of the foregoing: transactions contemplated hereby (or, in the case of any regulated Affiliate of a Member, in connection with audits by the applicable Governmental Entities), (b) to financial institutions in connection with financings with respect to the Project contemplated hereby, (c) in the case of any Member, (i) to a bona fide potential transferee if such Member desires to undertake any Transfer of its interests in the event that any Party is requested Company permitted by any Government Authority or becomes legally compelled this Agreement, and (includingii) to its Representatives, without limitationin each case, all materials made available to such Member pursuant to securities laws and regulations and in connection with any legal, judicial, arbitration or administrative proceedings) to disclose the existence terms of this Agreement, provided that (A) in the case of sub-clause (i) of this clause (c), prior to the disclosure of any Confidential Information, such Person shall execute an agreement containing substantively the same terms as set forth in Section 10.1(a), and (d) to any other Transaction DocumentsPerson if such party becomes compelled by Law (including by deposition, any interrogatory, request for documents, subpoena, civil investigative demand, mandatory provision of the exhibits and schedules attached Law, regulation or stock exchange rule) to such agreements, or any of the Financing Terms hereof in contravention of the provisions of this Section 8.13, such Party (the “Disclosing Party”) shall to the extent practicable and permitted by laws, provide the other parties (the “Non-Disclosing Parties”) with prompt written notice of that fact and use all commercially reasonable efforts to seek (with the cooperation and reasonable efforts of the other parties) a protective order, confidential treatment or other appropriate remedy with respect to the information which is requested or legally required to be disclosed. In such event, the Disclosing Party shall furnish only that portion of the information which is requested or legally required to be disclosed and shall exercise reasonable efforts to keep confidential such information to the extent reasonably requested by any Non-Disclosing Party; (ii) any Party may disclose any of the Financing Terms Confidential Information. In addition, each Member may report to its current stockholders, limited partners, members or bona fide prospective investorsother equity holders, employees, investment bankers, lenders, accountants and attorneys, in each case only where such Persons are under appropriate nondisclosure obligations; without limiting the generality of the foregoing, Orchid Asia shall be entitled to disclose the Financing Terms for the purposes of fund reporting or inter-fund reporting or to their fund manager, other funds managed by their fund manager and their respective auditors, counselofficers, directors, officers, employees, shareholders or investors; and (iii) Orchid Asia may, subject to the consent general status of the Company, disclose its such Member’s investment in the Company and without disclosing specific Confidential Information. A disclosing party shall be responsible for a breach by any third Person to whom such disclosing party discloses Confidential Information in accordance with the Financing Terms terms of its investment to third parties or to the public at its sole discretion and, if it does so, the other Parties shall have the right to disclose to third parties any such information disclosed in a press release or other public announcement by Orchid Asiasubclause (c)(ii) of this Section 10.1(b).

Permitted Disclosures. Notwithstanding the foregoing: (ia) in In the event that any Party is requested by any Government Governmental Authority or becomes legally compelled (including, without limitation, including pursuant to securities laws or Tax Laws and regulations and in connection with any legal, judicial, arbitration or administrative proceedingsProceedings) to disclose the existence of this Agreement, any other Transaction Documents, any of the exhibits and schedules attached to such agreements, or any of the Financing Terms hereof Confidential Information in contravention of the provisions of this Section 8.13Clause 10, such Party (the “Disclosing Party”) shall to the extent practicable and permitted by lawsLaws, provide the other parties Parties (the “Non-Disclosing Parties”) with prompt written notice of that fact and use all commercially reasonable efforts to seek (with the cooperation and reasonable efforts of the other partiesParties) a protective order, confidential treatment or other appropriate remedy with respect to the information which is requested or legally required to be disclosed. In such event, the Disclosing Party shall furnish only that portion of the information which is requested or legally required to be disclosed and shall exercise reasonable efforts to keep confidential such information to the extent reasonably requested by any Non-Disclosing Party;. (iib) any Party Each of the Company and Ali KB may disclose any the existence of the Financing Terms transactions contemplated under this Agreement by the Investors and the terms and conditions of such transactions and the Confidential Information solely to its current or bona fide prospective investors, directors, officers, employees, shareholders, investment bankers, lenders, accountants accountants, auditors, insurers, business or financial advisors, and attorneyslegal advisors, in provided that each case only where such Persons recipient shall either be subject to professional obligations to keep such information confidential or confidentiality obligations that are under appropriate nondisclosure obligations; without limiting the generality as restrictive as this Clause 10 and that each of the foregoing, Orchid Asia Company and Ali KB shall be entitled to liable for any breach of confidentiality obligations by any of its recipient. (c) Each Investor may disclose the Financing Terms for existence of such Investor’s investment in the purposes Company including the terms and conditions of fund reporting such investment and the Confidential Information to its Representatives (as such term is defined in the nondisclosure agreement between AGH and such Investor (or inter-fund reporting the applicable Affiliate of such Investor) in connection with such investment), its Affiliates, or to their fund manager, other funds managed by their fund manager and their respective auditors, counsel, the directors, officers, employees, current or bona fide prospective investors, lenders, shareholders or investors; andpartners of such Investor or its Affiliates (in the case of SoftBank, including any general partner, fund manager or advisor, investment committee member or observer or existing or bona fide prospective limited partner of SoftBank Vision Fund L.P. or any of its affiliated funds) on a need to know basis, provided that each such recipient shall either be subject to professional obligations to keep such information confidential or confidentiality obligations that are as restrictive as this Clause 10 and that each Investor shall be liable for any breach of confidentiality obligations by any of its recipient. (iiid) Orchid Asia may, subject Notwithstanding anything in this Clause 10 to the consent of the Companycontrary, disclose nothing in this Clause 10 shall prevent or restrict Ali KB from disclosing to AGH and its investment Affiliates, directors and officers, and disclosing in the Company AGH’s filings with the applicable Governmental Authorities, any information that is required to be disclosed by AGH under applicable securities Laws (including the Securities Act and/or the U.S. Securities Exchange Act of 1934 (as amended, and including the Financing Terms of its investment rules and regulations promulgated under such Laws)) and according to third parties or AGH’s written internal requirements. (e) Notwithstanding anything in this Clause 10 to the public at contrary, nothing in this Clause 10 shall prevent or restrict SoftBank from disclosing to SoftBank Group Corp. and its sole discretion andAffiliates, if it does sodirectors and officers, and disclosing in the other Parties shall have filings of SoftBank Group Corp. with the right applicable Governmental Authorities, any information that is required to disclose be disclosed by SoftBank Group Corp. under applicable securities Laws and according to third parties any such information disclosed in a press release or other public announcement by Orchid Asia.the written internal requirements of SoftBank Group Corp.