Common use of Terms of Agreement Clause in Contracts

Terms of Agreement. Neither Party nor its Affiliates shall disclose any terms or conditions of this Agreement to any Third Party without the prior consent of the other Party, except as follows: A Party and its Affiliates may disclose the terms or conditions of this Agreement (but not any other Proprietary Information, which may be disclosed only as described elsewhere in this Article IX), (a) on a need-to-know basis to its legal and financial advisors to the extent such disclosure is reasonably necessary, provided that such advisors are subject to confidentiality with regard to such information under an agreement or ethical obligation; (b) to a *** CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. CONFIDENTIAL TREATMENT REQUESTED Third Party in connection with (i) a financing (or proposed financing) or an equity investment (or proposed investment) in such Party or its Affiliates, including to its shareholders and prospective shareholders, (ii) a merger, consolidation or similar transaction by such Party or its Affiliates, (iii) the sale of all or substantially all of the assets of such Party or its Affiliates, or (iv) in connection with a Securitization, provided that such Third Party executes a non-use and non-disclosure agreement and observes the same obligations of confidentiality as such Party owes under this Agreement with respect to Proprietary Information of the other Party; (c) to the United States Securities and Exchange Commission or any other securities exchange or governmental entity, including as required to make an initial or subsequent public offering, or (d) as otherwise required by law or regulation, provided that in the case of (c) and (d) the disclosing Party shall (x) if practicable, provide the other Party with reasonable advance notice of and an opportunity to comment on any such required disclosure, (y) if requested by such other Party, seek, or cooperate with such Party’s efforts to obtain, confidential treatment or a protective order with respect to any such disclosure to the extent available at such other Party’s expense, and (z) use good faith efforts to incorporate the comments of such other Party in any such disclosure or request for confidential treatment or protective order.

Terms of Agreement. Neither Party nor its Affiliates shall disclose any The terms or conditions of this Agreement shall be treated as Confidential Information of both Parties. Such terms may be disclosed by a Party to individuals or entities covered by Section 7.2(e)(i) (but not Section 7.2(e)(ii)) above, each of whom prior to disclosure must be bound by similar obligations of confidentiality and non-use substantially equivalent in scope to those set forth in this Article 7. The terms of this Agreement other than the financial terms and any Third Party without the attached development plans may be disclosed by Xencor to prospective Other Licensees, each of whom prior consent to disclosure must be bound by similar obligations of confidentiality and non-use substantially equivalent in scope to those set forth in this Article 7. Disclosure of the other Party, except as follows: A Party and its Affiliates may disclose the terms or conditions of this Agreement (but not any other Proprietary InformationConfidential Information received from the other Party) may also be made to actual or potential bankers, which may be disclosed only as described elsewhere lenders and investors of the disclosing Party, who are bound to obligations of confidentiality and non-use substantially equivalent in scope to those set forth in this Article IX)7. In addition, (a) on if at any time a need-to-know basis Party is legally required to its legal file a copy of this Agreement with the Securities and financial advisors to the extent such disclosure is reasonably necessary, provided that such advisors are subject to confidentiality with regard to such information under an agreement or ethical obligation; (b) to a *** CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. CONFIDENTIAL TREATMENT REQUESTED Third Party in connection with (i) a financing Exchange Commission (or proposed financing) or an equity investment (or proposed investment) its counterpart in such Party or its Affiliates, including to its shareholders and prospective shareholders, (ii) a merger, consolidation or similar transaction by such Party or its Affiliates, (iii) any country other than the sale of all or substantially all of the assets of such Party or its Affiliates, or (ivU.S.) in connection with any public offering of such Party’s securities or regular reporting obligations as a Securitization, provided that such Third Party executes a non-use public company (if and non-disclosure agreement and observes the same obligations of confidentiality as when such Party owes under this Agreement with respect to Proprietary Information of the other Party; (c) to the United States Securities and Exchange Commission or any other securities exchange or governmental entitybecomes public), including as required to make an initial or subsequent public offering, or (d) as otherwise required by law or regulation, provided that in the case of (c) and (d) the disclosing such Party shall attempt to obtain confidential treatment of economic and trade secret information for which such treatment is reasonably available in accordance with applicable laws and regulations and SEC (xor counterpart) if practicablepractice. To that end, the filing Party shall, at least […***…] in advance of any such filing, provide the other Party with reasonable advance notice a draft set of and an opportunity redactions to comment on any such required disclosure, (y) if requested by such other Party, seek, or cooperate with such Party’s efforts to obtain, the Agreement for which confidential treatment or a protective order with respect to any such disclosure to the extent available at will be sought, and incorporate such other Party’s expensecomments as to additional terms it would like to see redacted, and (z) use good faith efforts to incorporate the comments of such other Party in any such disclosure or request for seek confidential treatment or protective order.for such additional terms (except only in the limited circumstances where confidential treatment is manifestly unavailable), to the extent such comments are provided at […***…] in advance of the anticipated filing date. ***Confidential Treatment Requested

Terms of Agreement. Neither Party nor its Affiliates shall disclose Except as expressly provided in this Article 7, each party hereto agrees not to make any public disclosure of the terms or conditions of this Agreement or the identity of the Product Antigen (including, without limitation, any press release and/or Q&A to any Third Party be issued on the Option Effective Date), without first obtaining the prior consent written approval of the other Party, except as follows: A Party party and its Affiliates may disclose agreement upon the terms nature and text of such public announcement or conditions of this Agreement (but not disclosure. The party desiring to make any such public announcement shall provide the other Proprietary Information, which may be disclosed only as described elsewhere in this Article IX), (a) on party with a need-to-know basis to its legal and financial advisors to the extent such disclosure is reasonably necessary, provided that such advisors are subject to confidentiality with regard to such information under an agreement or ethical obligation; (b) to a *** CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. CONFIDENTIAL TREATMENT REQUESTED Third Party in connection with (i) a financing (or proposed financing) or an equity investment (or proposed investment) in such Party or its Affiliates, including to its shareholders and prospective shareholders, (ii) a merger, consolidation or similar transaction by such Party or its Affiliates, (iii) the sale of all or substantially all copy of the assets of such Party or its Affiliates, or (iv) proposed announcement for review and comment in connection reasonably sufficient time prior to public release. Each party agrees that it shall cooperate fully with a Securitization, provided that such Third Party executes a non-use and non-disclosure agreement and observes the same obligations of confidentiality as such Party owes under this Agreement other with respect to Proprietary Information of the other Party; (c) all disclosures regarding this Agreement required under applicable laws and regulations to the United States Securities Exchange Commission and any other governmental or regulatory agencies, including requests for confidential treatment of proprietary information of either party included in any such governmental disclosure. The parties may publicly disclose information contained in any prior public disclosure that was in compliance with this Section without further approvals hereunder. In addition, each party agrees not to disclose the identity of the Product Antigen to any third party under any circumstances except if required by law, [nor the terms of this Agreement or the GNE Option Agreement to any third party, other than professional advisors and financing sources, and in that case, only under confidentiality terms that are at least as stringent in material respects as those in this Article. The parties acknowledge that, in the event of an initial public offering by ABX, ABX may be required to file this Agreement or information related thereto with the Securities and Exchange Commission or any other securities exchange or governmental entity(the "SEC"). In that event, including as required and thereafter, ABX shall be entitled to make an initial or subsequent public offeringcomply with the disclosure requirements of the SEC, or (d) as otherwise required by law or regulationprovided, provided however, that in connection with any required SEC filing of this Agreement by ABX, ABX shall use its reasonable efforts to obtain confidential treatment of portions of the case Agreement from the SEC (including, without limitation, financial terms and the identity of (c) the Product Antigen). GNE shall have the right to review and (d) the disclosing Party shall (x) if practicable, provide the other Party with reasonable advance notice of and an opportunity to comment on any such required disclosure, (y) if requested by such other Party, seek, or cooperate with such Party’s efforts to obtain, confidential treatment or a protective order with respect to any such disclosure to the extent available at such other Party’s expense, and (z) use good faith efforts to incorporate the comments of such other Party in any such disclosure or request an application for confidential treatment or protective orderinsofar as it pertains to this Agreement prior to its being filed with the SEC and ABX shall not unreasonably refuse such comments. GNE shall provide its comments, if any, on such application as soon as practicable, and in no event later than four (4) days after such application is provided to GNE.

Terms of Agreement. Neither No Party nor its Affiliates shall disclose any terms or conditions of this Agreement to any Third Party without the prior consent of the other PartyParties, except as follows: A Party and its Affiliates may disclose the terms or conditions of this Agreement (but not any other Proprietary Information, which may be disclosed only as described elsewhere in this Article IX), (a) on a need-to-know basis to its legal and financial advisors to the extent such disclosure is reasonably necessary, provided that such advisors are subject to confidentiality with regard to such information under an agreement or ethical obligation; (b) to a *** CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. CONFIDENTIAL TREATMENT REQUESTED Third Party in connection with (i) a financing (or proposed financing) or an equity investment (or proposed investment) in such Party or its Affiliates, including to its shareholders and prospective shareholders, (ii) a merger, consolidation or similar transaction by such Party or its Affiliates, (iii) the sale of all or substantially all of the assets of such Party or its Affiliates, or (iv) a securitization, (v) to facilitate the sublicensing of any or all of the rights licensed to Tigercat under this Agreement, or (vi) to facilitate the assignment of any or all of Tigercat’s rights and obligations under this Agreement (in connection accordance with a SecuritizationSection 14.01(a)), provided that such Third Party executes a non-use and non-disclosure agreement and observes the same obligations of confidentiality as such Party owes under this Agreement with respect to Proprietary Information of the other Party; (c) to the United States Securities and Exchange Commission or any other securities exchange or governmental entity, including as required to make an initial or subsequent public offering, or (d) as otherwise required by law or regulation, provided that in the case of (c) and (d) the disclosing Party shall (x) if practicable, provide the other Party with reasonable advance notice of and an opportunity to comment on any such required disclosure, (y) if requested by such other Party, seek, or cooperate with such Party’s efforts to obtain, confidential treatment or a protective order with respect to any such disclosure to the extent available available, at such other Party’s expense, and (z) use good faith efforts to incorporate the comments of such other Party in any such disclosure or request for confidential treatment or protective order. Confidential treatment has been sought for portions of this agreement. The copy filed herewithin omits the information subject to the confidential treatment request. Omissions are designated as ***. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

Terms of Agreement. Neither Party nor its Affiliates shall disclose Except as expressly provided in this Article 5, each party hereto agrees not to make any public disclosure of the terms or conditions of this Agreement or the identity of the Product Antigen (including, without limitation, any press release and/or Q&A to any Third Party be issued on the Option Effective Date), without first obtaining the prior consent written approval of the other Party, except as follows: A Party party and its Affiliates may disclose agreement upon the terms nature and text of such public announcement or conditions disclosure. After execution of this Agreement (but not Agreement, either party hereto may issue a press release, the content of which will be agreed upon by the parties. The party desiring to make any such public announcement shall provide the other Proprietary Information, which may be disclosed only as described elsewhere in this Article IX), (a) on party with a need-to-know basis to its legal and financial advisors to the extent such disclosure is reasonably necessary, provided that such advisors are subject to confidentiality with regard to such information under an agreement or ethical obligation; (b) to a *** CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. CONFIDENTIAL TREATMENT REQUESTED Third Party in connection with (i) a financing (or proposed financing) or an equity investment (or proposed investment) in such Party or its Affiliates, including to its shareholders and prospective shareholders, (ii) a merger, consolidation or similar transaction by such Party or its Affiliates, (iii) the sale of all or substantially all copy of the assets of such Party or its Affiliates, or (iv) proposed announcement for review and comment in connection reasonably sufficient time prior to public release. Each party agrees that it shall cooperate fully with a Securitization, provided that such Third Party executes a non-use and non-disclosure agreement and observes the same obligations of confidentiality as such Party owes under this Agreement other with respect to Proprietary Information of the other Party; (c) all disclosures regarding this Agreement required under applicable laws and regulations to the United States Securities Exchange Commission and any other governmental or regulatory agencies, including requests for confidential treatment of proprietary information of either party included in any such governmental disclosure. The parties may publicly disclose information contained in any prior public disclosure that was in compliance with this Section without further approvals hereunder. In addition, each party agrees not to disclose the identity of the Product Antigen to any third party under any circumstances except if required by law, nor the terms of this Agreement or the [*] Product License to any third party, other than to professional advisors and financing sources, and in that case, only under confidentiality terms at least as stringent in material respects as this Article. The parties acknowledge that, in the event of an initial public offering by ABX, ABX may be required to file this Agreement or information related thereto with the Securities and Exchange Commission or any other securities exchange or governmental entity(the "SEC"). In that event, including as required and thereafter, ABX shall be entitled to make an initial or subsequent public offeringcomply with the disclosure requirements of the SEC, or (d) as otherwise required by law or regulationprovided, provided however, that in connection with any required SEC filing of this Agreement by ABX, ABX shall use reasonable efforts to obtain confidential treatment of portions of the case Agreement from the SEC (including, without limitation, financial terms and the identity of (c) the Product Antigen). GNE shall have the right to review and (d) the disclosing Party shall (x) if practicable, provide the other Party with reasonable advance notice of and an opportunity to comment on any such required disclosure, (y) if requested by such other Party, seek, or cooperate with such Party’s efforts to obtain, an application for confidential treatment or a protective order insofar as it pertains to this Agreement prior to its being filed with the SEC and ABX shall not unreasonably refuse such comments. GNE shall provide its [*] Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to any the omitted portions. comments, if any, on such disclosure to the extent available at such other Party’s expenseapplication as soon as practicable, and in no event later than four (z4) use good faith efforts days after such application is provided to incorporate the comments of such other Party in any such disclosure or request for confidential treatment or protective orderGNE.

Terms of Agreement. Neither Party nor its Affiliates shall disclose any terms or conditions of this Agreement to any Third Party without the prior consent of the other Party, except as follows: A Party and its Affiliates may disclose the terms or conditions of this Agreement (but not any other Proprietary Information, which may be disclosed only as described elsewhere in this Article IX), (a) on a need-to-know basis to its legal and financial advisors to the extent such disclosure is reasonably necessary, provided that such advisors are subject to confidentiality with regard to such information under an agreement or ethical obligation; (b) to a *** CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. CONFIDENTIAL TREATMENT REQUESTED Third Party in connection with (i) a financing (or proposed financing) or an equity investment (or proposed investment) in such Party or its Affiliates, including to its shareholders and prospective shareholders, (ii) a merger, consolidation or similar transaction by such Party or its Affiliates, (iii) the sale of all or substantially all of the assets of such Party or its Affiliates, or (iv) in connection with a Securitizationsale of the royalties or other rights of payments contained herein, provided that such Third Party executes a non-use and non-disclosure agreement and observes that provides for substantially the same obligations protection of confidentiality such information as such disclosing Party owes under this Agreement with respect to Proprietary Information of the other Party; (c) to the United States Securities and Exchange Commission or any other securities exchange or governmental entity, including as required to make an initial or subsequent public offering, or (d) as otherwise required by law or regulation, provided that in the case of (c) and (d) the disclosing Party shall (x) if practicable, provide the other Party with reasonable advance notice of and an opportunity to comment on any such required disclosure, (y) if requested by such other Party, seek, or cooperate with such Party’s efforts to obtain, confidential treatment or a protective order with respect to any such disclosure to the extent available at such other Party’s expense, and (z) use good faith efforts to incorporate the comments of such other Party in any such disclosure or request for confidential treatment or protective order.

Terms of Agreement. Neither Party nor its Affiliates shall disclose any terms or conditions of this Agreement to any Third Party without the prior consent of the other Party, except as follows: A a Party and its Affiliates may disclose the terms or conditions of this Agreement (but not any other Proprietary Information, which may be disclosed only as described elsewhere in this Article IX), (a) on a need-to-know basis to its legal and financial advisors to the extent such disclosure is reasonably necessary, provided that such advisors are subject to confidentiality with regard to such information under an agreement or ethical obligation; (b) to a *** CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. CONFIDENTIAL TREATMENT REQUESTED Third Party or Related Party in connection with (i) a financing (or proposed financing) or an equity investment (or proposed investment) in such Party or its Affiliates, including to its shareholders and prospective shareholders, (ii) the granting of a sublicense pursuant to Section 2.06 or entry into any agreement with respect to the development, manufacture or commercialization of a Licensed Product, (iii) a merger, consolidation or similar transaction by such Party or its Affiliates, (iiiiv) the sale of all or substantially all of the assets of such Party or its AffiliatesAffiliates to which this Agreement relates, or (ivv) in connection with a Securitizationsecuritization, provided that such Third Party executes a non-use and non-disclosure agreement with confidentiality and observes the same non-use obligations similar to those contained in this Agreement, and having a minimum confidentiality period of confidentiality as such Party owes under this Agreement with respect to Proprietary Information of the other Partyfive (5) years; (c) to the United States Securities and Exchange Commission or any other securities exchange or governmental entity, including as required to make an initial or subsequent public offering, or (d) as otherwise required by law or regulation, provided that in the case of (c) and (d) the disclosing Party shall (x) if practicable, provide the other Party with reasonable advance notice of and an opportunity to comment on any such required disclosure, (y) if requested by such other Party, seek, or cooperate with such Party’s efforts to obtain, confidential treatment or a protective order with respect to any such disclosure to the extent available at such other Party’s expense, and (z) use good faith efforts to incorporate the comments of such other Party in any such disclosure or request for confidential treatment or protective order.

Terms of Agreement. Neither Party nor its Affiliates shall disclose any terms or conditions of this Agreement to any Third Party without the prior consent of the other Party, except as follows: A a Party and its Affiliates may disclose the terms or conditions of this Agreement (but not any other Proprietary Information, which may be disclosed only as described elsewhere in this Article IX), (a) on a need-to-know basis to its legal and financial advisors to the extent such disclosure is reasonably necessary, provided that such advisors are subject to confidentiality with regard to such information under an agreement or ethical obligation; (b) to a *** CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. CONFIDENTIAL TREATMENT REQUESTED Third Party or Related Party in connection with (i) a financing (or proposed financing) or an equity investment (or proposed investment) in such Party or its Affiliates, including to its shareholders and prospective shareholders, (ii) the granting of a sublicense pursuant to Section 2.04 or entry into any agreement with respect to the development, manufacture or commercialization of a Licensed Product, (iii) a merger, consolidation or similar transaction by such Party or its Affiliates, (iiiiv) the sale of all or substantially all of the assets of such Party or its AffiliatesAffiliates to which this Agreement relates, or (ivv) in connection with a Securitizationsecuritization, provided that such Third Party executes a non-use and non-disclosure agreement with confidentiality and observes the same non-use obligations of confidentiality as such Party owes under similar to those contained in this Agreement with respect to Proprietary Information of the other PartyAgreement; (c) to the United States Securities and Exchange Commission or any other securities exchange or governmental entity, including as required to make an initial or subsequent public offering, or (d) as otherwise required by law or regulation, provided that in the case of (c) and (d) the disclosing Party shall (x) if practicable, provide the other Party with reasonable advance notice of and an opportunity to comment on any such required disclosure, (y) if requested by such other Party, seek, or cooperate with such Party’s 's efforts to obtain, confidential treatment or a protective order with respect to any such disclosure to the extent available at such other Party’s 's expense, and (z) use good faith efforts to incorporate the comments of such other Party in any such disclosure or request for confidential treatment or protective order.. ARTICLE X —

Terms of Agreement. Neither Party nor its Affiliates shall disclose any terms or conditions of this Agreement to any Third Party without the prior consent of the other Party; provided, except as follows: A however, that a Party and its Affiliates may disclose the terms or conditions of this Agreement (but not any other Proprietary Confidential Information, which may be disclosed only as described elsewhere in this Article IX), (a) on a need-to-know basis to its legal and financial advisors to the extent such disclosure is reasonably necessary, provided that such advisors are subject to confidentiality with regard to such information under an agreement or ethical obligation; (b) to a *** CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. CONFIDENTIAL TREATMENT REQUESTED Third Party in connection with (i) a financing (or proposed financing) or an equity investment (or proposed investment) in such Party or its Affiliates, including to its shareholders and prospective shareholdersParty, (ii) a merger, consolidation or similar transaction by such Party Party, or its Affiliates, (iii) the sale of all or substantially all of the assets of such Party or its Affiliates, or (iv) in connection with a Securitization, provided that such Third Party executes a non-use and non-disclosure agreement and observes the same obligations of confidentiality as such Party owes under this Agreement with respect to Proprietary Information of the other Party; (c) to the United States Securities and Exchange Commission or any other securities exchange or governmental entity, including as required to make an initial or subsequent public offering, or (d) as otherwise required by law or regulation, provided that in the case of (c) and (d) the disclosing Party shall (xi) if practicable, provide the other Party with reasonable advance notice of and an opportunity to comment on any such required disclosure, (yii) if requested by such other Party, seek, or cooperate with such Party’s efforts to obtain, confidential treatment or a protective order with respect to any such disclosure to the extent available at such other Party’s expense, provided that, at AZ’s request, ABX shall seek a confidential treatment request for any such disclosure filed by ABX with the United States Securities and Exchange Commission at ABX’s sole cost and expense, and (ziii) use good faith efforts to incorporate the comments of such other Party in any such disclosure or request for confidential treatment or protective order; and provided further that such terms and conditions shall be deemed Confidential Information and the Party making such disclosure shall require that such Third Party receiving such Confidential Information shall observe the same obligations of confidentiality as such Party owes under this Agreement with respect to Confidential Information of the other Party. Notwithstanding the foregoing, prior to execution of this Agreement, the Parties have agreed upon the substance of information that can be used to describe the terms and conditions of this transaction in the form of a press release attached as Exhibit M, and each Party may disclose such information, as modified by mutual written agreement of the Parties, without the consent of the other Party.

Terms of Agreement. Neither Party nor its Affiliates shall disclose any terms or conditions of this Agreement to any Third Party without the prior consent of the other Party, except as follows: A a Party and its Affiliates may disclose the terms or conditions of this Agreement (but not any other Proprietary Information, which may be disclosed only as described elsewhere in this Article IX), (a) on a need-to-know basis to its legal and financial advisors to the extent such disclosure is reasonably necessary, provided that such advisors are subject to confidentiality with regard to such information under an agreement or ethical obligation; (b) to a *** CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. CONFIDENTIAL TREATMENT REQUESTED Third Party or Related Party in connection with (i) a financing (or proposed financing) or an equity investment (or proposed investment) in such Party or its Affiliates, including to its shareholders and prospective shareholders, (ii) the granting of a sublicense pursuant to Section 2.05 or entry into any agreement with respect to the development, manufacture or commercialization of a Licensed Product, (iii) a merger, consolidation or similar transaction by such Party or its Affiliates, (iiiiv) the sale of all or substantially all of the assets of such Party or its AffiliatesAffiliates to which this Agreement relates, or (ivv) in connection with a Securitizationsecuritization, provided that such Third Party executes a non-use and non-disclosure agreement with confidentiality and observes the same non-use obligations similar to those contained in this Agreement, and having a minimum confidentiality period of confidentiality as such Party owes under this Agreement with respect to Proprietary Information of the other Partyfive (5) years; (c) to the United States Securities and Exchange Commission or any other securities exchange or governmental entity, including as required to make an initial or subsequent public offering, or (d) as otherwise required by law or regulation, provided that in the case of (c) and (d) the disclosing Party shall (x) if practicable, provide the other Party with reasonable advance notice of and an opportunity to comment on any such required disclosure, (y) if requested by such other Party, seek, or cooperate with such Party’s efforts to obtain, confidential treatment or a protective order with respect to any such disclosure to the extent available at such other Party’s expense, and (z) use good faith efforts to incorporate the comments of such other Party in any such disclosure or request for confidential treatment or protective order.

Terms of Agreement. Neither Party nor its Affiliates shall disclose any terms or conditions of this Agreement to any Third Party without the prior consent of the other Party, except as follows: A Party and its Affiliates may disclose the terms or conditions of this Agreement (but not any other Proprietary Confidential Information, which may be disclosed only as described elsewhere in this Article IX4), (a) on a need-to-know basis to its legal and financial advisors to the extent such disclosure is reasonably necessary, ; provided that such advisors are subject either under professional codes of conduct giving rise to expectations of confidentiality with regard to such information under an agreement and non-use or ethical obligationare bound by written agreements providing for confidentiality and non-use obligations, in each case, that are no less stringent than those confidentiality and non-use provisions contained in this Agreement; (b) to a *** CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. CONFIDENTIAL TREATMENT REQUESTED Third Party in connection with a potential or actual (i) a financing (or proposed financing) or an equity investment (or proposed investment) in such Party or its Affiliates, including to its shareholders and prospective shareholders, (ii) a merger, consolidation or similar transaction by such Party or its Affiliates, (iiiii) the sale of all or substantially all of the assets of such Party or its AffiliatesAffiliates (or, with respect to Merck, sale of all or substantially all of the assets of Merck to which this Agreement relates) or (iviii) financing; provided that, in connection with a Securitizationeach case, provided the disclosing Party shall ensure that such Third Party executes a is bound by confidentiality and non-use and non-disclosure agreement and observes the same obligations of confidentiality as such Party owes under this Agreement with respect to Proprietary Confidential Information of the other PartyParty no less restrictive than those contained in this Agreement and such disclosing Party shall be fully liable to the other Party for breach of the confidentiality and non-use obligations under [**] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. this Agreement by such Third Parties; (c) to the United States Securities and Exchange Commission or any other securities exchange or governmental entityauthority, including as required to make an initial or subsequent public offering, ; or (d) as otherwise required by law or regulation, Applicable Law; provided that in the case of (c) and (d) the disclosing Party shall (x) if practicable, provide submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [**] prior to the anticipated date of disclosure, unless such shorter period is reasonably necessary to comply with Applicable Law) so as to provide a reasonable advance notice of and an opportunity to comment on any such required disclosure, (y) if requested by such other Party, seek, or cooperate with such Party’s efforts to obtain, confidential treatment or a protective order with respect to any such disclosure to the extent available at such other Party’s expense, and (z) use good faith efforts to incorporate the comments of such other Party in any such disclosure or request for confidential treatment or protective order, and if disclosure of the terms of this Agreement is required by Applicable Law or the rules of any securities exchange or market on which a Party’s securities are listed or traded, the Parties shall agree on a redacted version of this Agreement to be so disclosed; provided, however, that in the event the Parties cannot agree on such a redacted version of the Agreement, the disclosing Party shall have the right to disclose such terms of this Agreement as such Party’s counsel determines is necessary to comply with Applicable Law or the rules of any securities exchange or market on which such Party’s securities are listed or traded.

Terms of Agreement. Neither If a Party nor its Affiliates shall disclose any terms is required by Applicable Law, valid order of a court of competent jurisdiction, or conditions other judicial or administrative process of this Agreement to any Third Party without the prior consent of the other Party, except as follows: A Party and its Affiliates may disclose the terms governmental authority or conditions of this Agreement (but not any other Proprietary Information, which may be disclosed only as described elsewhere in this Article IX), (a) on a need-to-know basis to its legal and financial advisors to the extent such disclosure is reasonably necessary, provided that such advisors are subject to confidentiality with regard to such information under an agreement or ethical obligation; (b) to a *** CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. CONFIDENTIAL TREATMENT REQUESTED Third Party in connection with (i) a financing (or proposed financing) or an equity investment (or proposed investment) in such Party or its Affiliatesagency, including to its shareholders and prospective shareholders, (ii) a merger, consolidation or similar transaction by such Party or its Affiliates, (iii) the sale of all or substantially all of the assets of such Party or its Affiliates, or (iv) in connection with a Securitization, provided that such Third Party executes a non-use and non-disclosure agreement and observes the same obligations of confidentiality as such Party owes under this Agreement with respect to Proprietary Information of the other Party; (c) to the United States Securities and Exchange Commission or similar regulatory agency in other countries, to submit a description of the terms of this Agreement to or file a copy of this Agreement with any other securities exchange Governmental Authority as aforesaid, such Party shall not disclose any terms or governmental entityconditions of this Agreement, including except as required to make an initial or subsequent public offering, or (d) as otherwise required by law or regulation, provided that in the case of (c) and (d) the disclosing follows: such Party shall (xa) if practicable, provide promptly notified the other Party with reasonable in writing of such requirement and any respective timing constraints, (b) provided written copies of the proposed disclosure or filing to the other Party reasonably in advance notice of and an opportunity such filing or other disclosure (in all cases at least [***] prior to comment on any such required the anticipated date of disclosure, unless such shorter period is reasonably necessary to comply with Applicable Law), (yc) if requested by such other Party, seek, or cooperate with such Party’s efforts to obtain, confidential treatment or a protective order with respect to any such disclosure to the extent available at available, (d) give the other Party a reasonable time under the circumstances to comment upon and request confidential treatment for such other Party’s expensedisclosure, and (ze) make such disclosure or filing solely at the time and in the manner reasonably determined by its counsel to be required by Applicable Law or the applicable Governmental Authority. If a Party seeks to make a disclosure or filing as set forth in this Section 8.8 (Terms of Agreement) and the other Party provides comments within the respective time periods or constraints specified herein, the Party seeking to make such disclosure or filing will reasonably consider such comments and use good faith efforts to incorporate such comments in the comments of such other Party in disclosure or filing; provided that prior to making any such disclosure or request for confidential treatment or protective orderfiling of this Agreement, the Parties shall reasonably cooperate and use good faith efforts to agree on a redacted form of this Agreement to be so filed.

Terms of Agreement. Neither Party nor its Affiliates shall disclose any terms or conditions of this Agreement to any Third Party without the prior consent of the other Party, except as follows: A a Party and its Affiliates may disclose the terms or conditions of this Agreement (but not any other Proprietary Information, which may be disclosed only as described elsewhere in this Article IX), (a) on a need-to-know basis to its legal and financial advisors to the extent such disclosure is reasonably necessary, provided that such advisors are subject to confidentiality with regard to such information under an agreement or ethical obligation; (b) to a *** * * * CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. CONFIDENTIAL TREATMENT REQUESTED under an agreement or ethical obligation; (b) to a Third Party or Related Party in connection with (i) a financing (or proposed financing) or an equity investment (or proposed investment) in such Party or its Affiliates, including to its shareholders and prospective shareholders, (ii) the granting of a sublicense pursuant to Section 2.04 or entry into any agreement with respect to the development, manufacture or commercialization of a Licensed Product, (iii) a merger, consolidation or similar transaction by such Party or its Affiliates, (iiiiv) the sale of all or substantially all of the assets of such Party or its AffiliatesAffiliates to which this Agreement relates, or (ivv) in connection with a Securitizationsecuritization, provided that such Third Party executes a non-use and non-disclosure agreement with confidentiality and observes the same non-use obligations of confidentiality as such Party owes under similar to those contained in this Agreement with respect to Proprietary Information of the other PartyAgreement; (c) to the United States Securities and Exchange Commission or any other securities exchange or governmental entity, including as required to make an initial or subsequent public offering, or (d) as otherwise required by law or regulation, provided that in the case of (c) and (d) the disclosing Party shall (x) if practicable, provide the other Party with reasonable advance notice of and an opportunity to comment on any such required disclosure, (y) if requested by such other Party, seek, or cooperate with such Party’s efforts to obtain, confidential treatment or a protective order with respect to any such disclosure to the extent available at such other Party’s expense, and (z) use good faith efforts to incorporate the comments of such other Party in any such disclosure or request for confidential treatment or protective order.

Terms of Agreement. Neither Party nor its Affiliates shall disclose any terms or conditions of this Agreement or the Collaboration Agreements to any Third Party without the prior written consent of the other Party; provided, except as follows: A however, that a Party and its Affiliates may disclose the terms or conditions of this Agreement (but not any other Proprietary Information, which may be disclosed only as described elsewhere in this Article IX)Agreement, (a) on a need-to-know basis to its such Party’s Affiliates, Sublicensees (or prospective Permitted Sublicensees) and the directors, officers, employees and legal and financial advisors of each of the foregoing persons, and each of the foregoing person’s consultants or subcontractors to the extent such disclosure is reasonably necessarynecessary in connection with such Party’s activities as expressly authorised by this Agreement, provided that such advisors are subject to confidentiality with regard to such information under an agreement or ethical obligation; and (b) to a *** CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. CONFIDENTIAL TREATMENT REQUESTED Third Party in connection with (i1) a financing (or proposed financing) or an equity investment (in or proposed investment) in by such Party or its Affiliates, including to its shareholders and prospective shareholdersParty, (ii) a merger, consolidation or similar transaction by involving such Party or its AffiliatesParty, (iii) the sale of all or substantially all of the assets of such Party or its AffiliatesParty, or (iv) a public offering of shares or securities on a securities exchange. The Parties further agree that there shall be no restriction on Corixa’s entitlement to use and disclose Confidential Information relating to the performance, properties or other attributes of the Corixa Licensed Technology to Third Parties in any way. Notwithstanding the foregoing, the Parties shall, consistent with the corporate communication policies of each organization, enter into good faith discussions to reach agreement upon the text of pro-forma press releases that each Party may wish to publicly release which shall describe the terms and conditions of this transaction within four (4) months following the Effective Date and once agreed upon such press releases shall be attached hereto as Schedule 9.2, and each Party may disclose such information, as modi fled by mutual written agreement between the Parties, without the consent of the other Party. Except as expressly agreed pursuant to the foregoing clause, neither Party shall issue any press release or make any other public announcement or statement concerning this Agreement or the transactions covered by it or without the prior written approval of the other Party (such approval not to be unreasonably withheld or delayed), except as permitted under Clause 9.2, which for the avoidance of doubt shall include making such announcements and disclosures, if any, as may be legally required or required to meet the requirements of a national securities exchange or another similar regulatory body, or in connection with a Securitization, provided that such Third Party executes a non-use and non-disclosure agreement and observes public offering of securities or any filing with the same obligations of confidentiality as such Party owes under this Agreement with respect to Proprietary Information of the other Party; (c) to the United States U.S. Securities and Exchange Commission or any other securities exchange or governmental entity, including as required to make an initial or subsequent public offering, or (d) as otherwise required by law or regulation, provided that in the case of (c) and (d) the disclosing Party shall (x) if practicable, provide the other Party with reasonable advance notice of and an opportunity to comment on any such required disclosure, (y) if requested by such other Party, seek, or cooperate with such Party’s efforts to obtain, confidential treatment or a protective order with respect to any such disclosure to the extent available at such other Party’s expense, and (z) use good faith efforts to incorporate the comments of such other Party in any such disclosure or request for confidential treatment or protective orderforeign equivalent.

Terms of Agreement. Neither Party nor its Affiliates party shall disclose any terms or conditions of this Agreement to any Third Party without the prior consent of the other Partyparty; provided, except as follows: A Party and its Affiliates however, that either party may disclose the terms or conditions of this Agreement (but not any other Proprietary Information, which may be disclosed only as described elsewhere in this Article IX)Agreement, (a) on a need-to-know basis to its legal and financial advisors to the extent such disclosure is reasonably necessary, provided that necessary in connection with such advisors are subject to confidentiality with regard to such information under an agreement party’s activities as expressly permitted by this Agreement or ethical obligationfor the conduct of its business; (b) to the Third Party licensors of the Licensed Intellectual Property; (c) to a *** CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. CONFIDENTIAL TREATMENT REQUESTED Third Party in connection with (i) a financing (or proposed financing) or an equity investment (or proposed investment) other form of financing in such Party or its Affiliates, including to its shareholders and prospective shareholders, party by a Third Party; (ii) a merger, consolidation or similar transaction entered into by such Party party; or its Affiliates, (iii) the sale of all or substantially all of the assets of such Party party; and (d) as may, in the reasonable opinion of such party’s counsel, be required by applicable law, regulation or its Affiliatescourt order, or (iv) including without limitation, a disclosure in connection with a Securitization, provided that such Third Party executes a non-use Portions of this Exhibit were omitted and non-disclosure agreement and observes have been filed separately with the same obligations of confidentiality as such Party owes under this Agreement with respect to Proprietary Information Secretary of the Commission pursuant to the Company’s application requesting confidential Investment under Rule 24b-2 under the Securities Exchange Act of 1934. party’s filing of a registration statement or other Party; (c) to filing with the United States Securities and Exchange Commission or any (in which event such party will first consult with the other securities exchange or governmental entityparty, including as required to make an initial or subsequent public offering, or (d) as otherwise required by law or regulation, provided that in the case of (c) and (d) the disclosing Party shall (x) if extent reasonably practicable, provide the other Party with reasonable advance notice of and an opportunity to comment on any such required disclosure, (y) if requested by such other Party, seek, or cooperate with such Party’s efforts to obtain, confidential treatment or a protective order with respect to any such disclosure disclosure). Notwithstanding the foregoing, (i) the parties will jointly issue a press release in mutually agreed form promptly after execution hereof and (ii) prior to execution of this Agreement CuraGen and ABX shall agree upon the extent available at such other Party’s expensesubstance of information that can be used to describe the terms of this transaction, and (z) use good faith efforts CuraGen and ABX may disclose such information, as modified by mutual agreement from time to incorporate time, without the comments of such other Party in any such disclosure or request for confidential treatment or protective orderparty’s consent.

Terms of Agreement. Neither Party nor its Affiliates shall disclose any The Parties agree that the material terms or conditions of this Termination Agreement and the Transition Services Agreement will be considered Confidential Information of both Parties. Subject to any Third Section 14(f) below, no Party shall, without the prior written consent of the other Party, except as follows: A disclose in any manner to any Third Party the material terms and its Affiliates may disclose the terms or conditions of this Termination Agreement (but not any other Proprietary Informationor the Transition Services Agreement, except for terms or subject matter which may be disclosed only has been the subject of prior public disclosure or has been mutually approved for such disclosure and except as described elsewhere in this Article IX)set forth below. Each Party acknowledges and agrees that, notwithstanding the foregoing, (ai) on a need-to-know basis to its legal and financial advisors either Party, to the extent such disclosure is reasonably necessarylegally required, provided that such advisors are subject shall have the right to confidentiality with regard to such information under file this Termination Agreement or the Transition Services Agreement as an agreement or ethical obligation; (b) to a *** CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. CONFIDENTIAL TREATMENT REQUESTED Third Party in connection with (i) a financing (or proposed financing) or an equity investment (or proposed investment) in such Party or its Affiliates, including exhibit to its shareholders and prospective shareholders, (ii) a merger, consolidation or similar transaction by such Party or its Affiliates, (iii) filings with the sale of all or substantially all of the assets of such Party or its Affiliates, or (iv) in connection with a Securitization, provided that such Third Party executes a non-use and non-disclosure agreement and observes the same obligations of confidentiality as such Party owes under this Agreement with respect to Proprietary Information of the other Party; (c) to the United States U.S. Securities and Exchange Commission Commission, and, in addition, either Party shall have the right to disclose such terms as are required to be disclosed in its publicly-filed financial statements or other public statements, pursuant to applicable laws, regulations and stock exchange rules (e.g., the rules of the U.S. Securities and Exchange Commission, NASDAQ, NYSE or any other stock exchange on which securities exchange or governmental entityissued by either Party may be listed); provided such Party shall, including as required to make an initial or subsequent public offering, or (d) as otherwise required by law or regulation, provided that in the case of (c) and (d) the disclosing Party shall (x) if extent reasonably practicable, provide the other Party with a copy of the proposed text of such statements or disclosure (including any exhibits containing this Termination Agreement or the Transition Services Agreement) sufficiently in advance of the scheduled release or publication thereof to afford such other Party a reasonable advance notice of and an opportunity to review and comment on any such required disclosureupon the proposed text (including redacted versions of this Termination Agreement or the Transition Services Agreement), (yii) if requested by such other Partyeither Party shall have the further right to disclose the material financial terms of this Termination Agreement under a confidentiality obligation no less protective than those set forth in this Termination Agreement, seekto any potential or actual licensee, sublicensee, acquirer, acquisition target, merger partner or target, or cooperate with such Party’s efforts to obtainproviders of financing and their advisors, (iii) BDSI shall FOIA CONFIDENTIAL TREATMENT REQUESTED BY BIODELIVERY SCIENCES INTERNATIONAL, INC. IRS EMPLOYER IDENTIFICATION NUMBER 00-0000000 ***CONFIDENTIAL TREATMENT REQUESTED*** Note: The portions hereof for which confidential treatment are being requested are denoted with “***” have the right to disclose information regarding the development or a protective order with respect to any such disclosure commercialization status of Product to the extent available at such other Party’s expensedisclosure is deemed reasonably necessary or desirable by BDSI, and (ziv) use good faith efforts BDSI shall have the right to incorporate disclose information regarding the comments development or commercialization status of such other Party in any Product to the extent such disclosure by BDSI is required by applicable laws or request for confidential treatment or protective orderstock exchange rules.

Terms of Agreement. (a) Neither Party nor its Affiliates shall disclose any terms or conditions of this Agreement to any Third Party without the prior consent of the other Party, except as follows: A a Party and its Affiliates may disclose the terms or conditions of this Agreement (but not any other Proprietary Information, which may be disclosed only as described elsewhere in this Article IX), (a) on a need-to-know basis to its legal and financial advisors to the extent such disclosure is reasonably necessary, provided that such advisors are subject to confidentiality with regard to such information under an agreement or ethical obligation; (b) to a *** CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. CONFIDENTIAL TREATMENT REQUESTED Third Party or Related Party in connection with (i) a financing (or proposed financing) or an equity investment (or proposed investment) in such Party or its Affiliates, including to its shareholders and prospective shareholders, (ii) the granting of a sublicense pursuant to Section 2.05 or entry into any agreement with respect to the development, manufacture or commercialization of a Licensed Product, (iii) a merger, consolidation or similar transaction by such Party or its Affiliates, (iiiiv) the sale of all or substantially all of the assets of such Party or its AffiliatesAffiliates to which this Agreement relates, or (ivv) in connection with a Securitizationsecuritization, provided that such Third Party executes a non-non- use and non-disclosure agreement with confidentiality and observes the same non-use obligations similar to those contained in this Agreement, and having a minimum confidentiality period of confidentiality as such Party owes under this Agreement with respect to Proprietary Information of the other Party[***] years; (c) to the United States Securities and Exchange Commission or any other securities exchange or governmental entity, including as required to make an initial or subsequent public offering, or (d) as otherwise required by law or regulation, provided that in the case of (c) and (d) the disclosing Party shall (x) if practicable, provide the other Party with reasonable advance notice of and an opportunity to comment on any such required disclosure, (y) if requested by such other Party, seek, or cooperate with such Party’s efforts to obtain, confidential treatment or a protective order with respect to any such disclosure to the extent available at such other Party’s expense, and (z) use good faith efforts to incorporate the comments of such other Party Party, as applicable, in any such disclosure or request for confidential treatment or protective order.

Terms of Agreement. Neither Party nor its Affiliates shall disclose any This Agreement and all of the terms or conditions of this Agreement will be treated as Confidential Information of each Party. In addition to any Third the disclosures permitted under Section 7.3, either Party without the prior consent of the other Party, except as follows: A Party and its Affiliates may disclose the terms or conditions of this Agreement (but not any and other Proprietary Information, which may be disclosed only as described elsewhere in information relating to this Article IX), (a) on a need-to-know basis to its legal and financial advisors Agreement or the transactions contemplated by this Agreement to the extent such disclosure is reasonably necessaryrequired, provided that such advisors are subject to confidentiality with regard to such information under an agreement or ethical obligation; (b) to a *** CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. CONFIDENTIAL TREATMENT REQUESTED Third Party in connection with (i) a financing (or proposed financing) or an equity investment (or proposed investment) in such Party or its Affiliates, including to its shareholders and prospective shareholders, (ii) a merger, consolidation or similar transaction by such Party or its Affiliates, (iii) the sale of all or substantially all of the assets reasonable opinion of such Party Party’s counsel, to comply with applicable Law or its Affiliates, or (iv) in connection with a Securitization, provided that such Third Party executes a non-use the rules and non-disclosure agreement and observes the same obligations of confidentiality as such Party owes under this Agreement with respect to Proprietary Information of the other Party; (c) to regulations promulgated by the United States Securities and Exchange Commission or the Nasdaq Stock Market or similar security regulatory authorities or stock market in other countries. Before a Party discloses this Agreement or any of its terms or other securities exchange such information in accordance with this Section 7.4, such Party will, except where impracticable or governmental entitynot legally permitted, including give reasonable advance notice to the other Party of such disclosure and will seek confidential treatment of portions of this Agreement or such terms or information as required may be reasonably requested by the other Party in a timely manner. In addition, the Parties hereby consent to make an initial or subsequent public offeringthe disclosure of a copy of this Agreement to any tax authority by the other party (1) upon receipt of any legally enforceable information request by such tax authority, (2) in compliance with any legally enforceable filing requirement, or (d3) as otherwise required by law or regulationin connection with a CERTAIN IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THIS DOCUMENT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED, provided that in AND HAS BEEN MARKED WITH “[***]” TO INDICATE WHERE OMISSIONS HAVE BEEN MADE. submitted transfer pricing analysis. In the case event of (c) and (d) such disclosure, the disclosing Party shall (x) if practicable, provide the other Party with will make reasonable advance notice of and an opportunity to comment on any such required disclosure, (y) if requested by such other Party, seek, or cooperate with such Party’s efforts to obtainensure that the information is maintained in confidence by the applicable tax authority, confidential treatment or a protective order with respect to including marking any such disclosure to the extent available at such other Party’s expense, and (z) use good faith efforts to incorporate the comments of such other Party in any such disclosure or request for confidential treatment or protective orderdisclosed document as confidential.

Terms of Agreement. Neither Party nor its Affiliates shall disclose any The Parties agree that the terms or conditions of this Agreement will be considered Confidential Information of both Parties. Subject to any Third Articles 8.4 and 8.6 and except as set forth below, no Party shall, without the prior written consent of the other Party, except as follows: A disclose in any manner to any Third Party and its Affiliates may disclose the terms or conditions of this Agreement (but not any Agreement, except for terms or subject matter which has been the subject of prior public disclosure or has been mutually approved by the Parties in writing for such disclosure. Each Party acknowledges that the other Proprietary Information, which Party may be disclosed only legally required to file this Agreement as described elsewhere in this Article IX), (a) on a need-to-know basis an exhibit to its legal and financial advisors to the extent such disclosure is reasonably necessaryfilings with an applicable securities regulator (for example, provided that such advisors are subject to confidentiality with regard to such information under an agreement or ethical obligation; (b) to a *** CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. CONFIDENTIAL TREATMENT REQUESTED Third Party in connection with (i) a financing (or proposed financing) or an equity investment (or proposed investment) in such Party or its Affiliates, including to its shareholders and prospective shareholders, (ii) a merger, consolidation or similar transaction by such Party or its Affiliates, (iii) the sale of all or substantially all of the assets of such Party or its Affiliates, or (iv) in connection with a Securitization, provided that such Third Party executes a non-use and non-disclosure agreement and observes the same obligations of confidentiality as such Party owes under this Agreement with respect to Proprietary Information of the other Party; (c) may pertain to the United States Securities and Exchange Commission or Swedish Finansinspektionen), subject to customary and legally permitted redaction of Confidential Information of the other Party. In addition: (a) either Party may disclose such terms as are required to be disclosed in its publicly-filed financial statements or other public statements, pursuant to Applicable Laws and stock exchange rules (e.g., the rules of the United States Securities and Exchange Commission, Nasdaq Stockholm, or any other stock exchange on which securities exchange or governmental entityissued by either Party may be listed); provided that, including as required such Party shall, to make an initial or subsequent public offering, or (d) as otherwise required by law or regulation, provided that the extent permitted and if feasible in the case light of (c) and (d) the disclosing Party shall (x) if practicableapplicable time constraints, provide the other Party with reasonable a copy of the proposed text of such statements or disclosure (including any exhibits containing this Agreement) sufficiently in advance notice of and an opportunity to comment on any such required disclosure, (y) if requested by such other Party, seek, or cooperate with such Party’s efforts to obtain, confidential treatment or a protective order with respect to any such disclosure to the extent available at possible) of the scheduled release or publication thereof to afford such other Party a reasonable opportunity to review and comment upon the proposed text (including redacted versions of this Agreement), (b) either Party shall have the further right to disclose the terms of this Agreement under a confidentiality obligation no less protective than those set forth in this Agreement (but of duration customary in confidentiality agreements entered into for a similar purpose), to any actual or potential sublicensee, strategic partner, collaborator, acquirer, merger partner, underwriter, investor, lender or other provider of financing, and the employees, directors, agents, consultants and advisors of any such Third Party’s expense, and (zc) use good faith efforts each Party shall have the right to incorporate disclose information regarding the comments Development or Commercialization status of such other Party the Product in any their respective Territory to the extent such disclosure or request for confidential treatment or protective orderis required by Applicable Laws.

Terms of Agreement. Neither Party nor its Affiliates shall disclose any terms or conditions of this Agreement to any Third Party without the prior consent of the other Party, except as follows: A Party and its Affiliates may disclose the terms or conditions of this Agreement (but not any other Proprietary Information, which may be disclosed only as described elsewhere in this Article IX), (a) on a need-to-know basis to its legal and financial advisors to the extent such disclosure is reasonably necessary, provided that such advisors are subject to confidentiality with regard to such information under an agreement or ethical obligation; (b) to a *** CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. CONFIDENTIAL TREATMENT REQUESTED Third Party in connection with (i) a financing (or proposed financing) or an equity investment (or proposed investment) in such Party or its Affiliates, including to its shareholders and prospective shareholders, (ii) a merger, consolidation or similar transaction by such Party or its Affiliates, (iii) the sale of all or substantially all of the assets of such Party or its Affiliates, or (iv) in connection with a Securitization, provided that such Third Party executes a non-use and non-disclosure agreement and observes the same obligations of confidentiality as such Party owes under this Agreement with respect to Proprietary Information of the other Party; (c) to the United States Securities and Exchange Commission or any other securities exchange or governmental entity, including as required to make an initial or subsequent public offering, or (d) as otherwise required by law or regulation, provided that in the case of (c) and (d) the disclosing Party shall (x) if practicable, provide the other Party with reasonable advance notice of and an opportunity to comment on any such required disclosure, (y) if requested by such other Party, seek, or cooperate with such Party’s efforts to obtain, confidential treatment or a protective order with respect to any such disclosure to the extent available at such other Party’s expense, and (z) use good faith efforts to incorporate the comments of such other Party in any such disclosure or request for confidential treatment or protective order.

Terms of Agreement. Neither Party nor its Affiliates shall disclose any terms or conditions of this Agreement to any Third Party without the prior consent of the other Party, except as follows: A Party and its Affiliates may disclose the terms or conditions of this Agreement (but not any other Proprietary Confidential Information, which may be disclosed only as described elsewhere in this Article IX4), (a) on a need-to-know basis to its legal and financial advisors to the extent such disclosure is reasonably necessary, ; provided that such advisors are subject either under professional codes of conduct giving rise to expectations of confidentiality with regard to such information under an agreement and non-use or ethical obligationare bound by written agreements providing for confidentiality and non-use obligations, in each case, that are no less stringent than those confidentiality and non-use provisions contained in this Agreement; (b) to a *** CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. CONFIDENTIAL TREATMENT REQUESTED Third Party in connection with a potential or actual (i) a financing (or proposed financing) or an equity investment (or proposed investment) in such Party or its Affiliates, including to its shareholders and prospective shareholders, (ii) a merger, consolidation or similar transaction by such Party or its Affiliates, (iiiii) the sale of all or substantially all of the assets of such Party or its AffiliatesAffiliates (or, with respect to Merck, sale of all or substantially all of the assets of Merck to which this Agreement relates) or (iviii) financing; provided that, in connection with a Securitizationeach case, provided the disclosing Party shall ensure that such Third Party executes a is bound by confidentiality and non-use and non-disclosure agreement and observes the same obligations of confidentiality as such Party owes under this Agreement with respect to Proprietary Confidential Information of the other PartyParty no less restrictive than those contained in this Agreement and such disclosing Party shall be fully liable to the other Party for breach of the confidentiality and non-use obligations under this Agreement by such Third Parties; (c) to the United States Securities and Exchange Commission or any other securities exchange or governmental entityauthority, including as required to make an initial or subsequent public offering, ; or (d) as otherwise required by law or regulation, Applicable Law; provided that in the case of (c) and (d) the disclosing Party shall (x) if practicable, provide submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [*] prior to the anticipated date of disclosure, unless such shorter period is reasonably necessary to comply with Applicable Law) so as to provide a reasonable advance notice of and an opportunity to comment on any such required disclosure, (y) if requested by such other Party, seek, or cooperate with such Party’s efforts to obtain, confidential treatment or a protective order with respect to any such disclosure to the extent [*] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. available at such other Party’s expense, and (z) use good faith efforts to incorporate the comments of such other Party in any such disclosure or request for confidential treatment or protective order, and if disclosure of the terms of this Agreement is required by Applicable Law or the rules of any securities exchange or market on which a Party’s securities are listed or traded, the Parties shall agree on a redacted version of this Agreement to be so disclosed; provided, however, that in the event the Parties cannot agree on such a redacted version of the Agreement, the disclosing Party shall have the right to disclose such terms of this Agreement as such Party’s counsel determines is necessary to comply with Applicable Law or the rules of any securities exchange or market on which such Party’s securities are listed or traded.

Terms of Agreement. Neither Party nor its Affiliates shall disclose any The Parties agree that they will each treat the existence, contents and terms or conditions of this Agreement to and the Term Sheet as confidential, and no Party shall make any Third Party press release or other public disclosure that discloses or otherwise concerns this Agreement or the Term Sheet or any terms hereof or thereof, without the prior written consent of the other PartyParties, except to the extent allowed under Section 4.3 or as follows: A otherwise permitted in accordance with this Section 4.4. Consistent with Section 4.3(b), the Parties agree to use reasonable efforts to provide the other Parties with a copy of that portion of any filing required by a securities agency or any stock exchange on which its securities are traded (or to which an application for listing has been submitted) regarding this Agreement or the Term Sheet or its respective terms to review prior to filing and to consider any comments of the other Parties in good faith, and, to the extent any Party and its Affiliates may is required to file or disclose this Agreement or the Term Sheet with a securities agency or stock exchange, such Party shall consider in good faith the other Parties’ comments with respect to confidential treatment of the terms or conditions of this Agreement (but not or the Term Sheet and shall redact this Agreement or the Term Sheet in a manner allowed by the securities agency or stock exchange to protect sensitive terms, and shall be permitted to file this Agreement or the Term Sheet, as so redacted, with the securities agency or stock exchange. For purposes of clarity, each Party is free to discuss with any other Proprietary InformationPerson the information regarding this Agreement or the Term Sheet and the Parties’ relationship disclosed in such securities filings and any other authorized public announcements, which may and no review or consent of a Party shall be disclosed only as described elsewhere in this Article IX), (a) on a need-to-know basis required with respect to its legal and financial advisors disclosure by any Party to the extent such disclosure is reasonably necessary, provided that such advisors are subject consistent with disclosure otherwise previously approved or publicly filed or disclosed pursuant to confidentiality with regard to such information under an agreement or ethical obligation; (b) to a *** CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. CONFIDENTIAL TREATMENT REQUESTED Third Party in connection with (i) a financing (or proposed financing) or an equity investment (or proposed investment) in such Party or its Affiliates, including to its shareholders and prospective shareholders, (ii) a merger, consolidation or similar transaction by such Party or its Affiliates, (iii) the sale of all or substantially all of the assets of such Party or its Affiliates, or (iv) in connection with a Securitization, provided that such Third Party executes a non-use and non-disclosure agreement and observes the same obligations of confidentiality as such Party owes under this Agreement with respect to Proprietary Information of the other Party; (c) to the United States Securities and Exchange Commission or any other securities exchange or governmental entity, including as required to make an initial or subsequent public offering, or (d) as otherwise required by law or regulation, provided that in the case of (c) and (d) the disclosing Party shall (x) if practicable, provide the other Party with reasonable advance notice of and an opportunity to comment on any such required disclosure, (y) if requested by such other Party, seek, or cooperate with such Party’s efforts to obtain, confidential treatment or a protective order with respect to any such disclosure to the extent available at such other Party’s expense, and (z) use good faith efforts to incorporate the comments of such other Party in any such disclosure or request for confidential treatment or protective orderSection 4.4.

Terms of Agreement. Neither Party nor its Affiliates shall disclose any terms or conditions of this Agreement to any Third Party without the prior consent of the other Party, except as follows: A Party and its Affiliates may disclose the terms or conditions of this Agreement (but not any other Proprietary Confidential Information, which may be disclosed only as described elsewhere in this Article IX6), (a) on a need-to-know basis to its legal and financial advisors to the extent such disclosure is reasonably necessary, ; provided that such advisors are subject bound by written agreements providing for confidentiality and non-use obligations (or, with respect to legal advisors, are otherwise under professional codes of conduct giving rise to expectations of confidentiality with regard to such information under an agreement or ethical obligationand non-use), in each case, that are no less stringent than those confidentiality and non-use provisions contained in this Agreement; (b) to a *** CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. CONFIDENTIAL TREATMENT REQUESTED Third Party in connection with (i) a financing (or proposed financing) or an equity investment (or proposed investment) in such Party or its Affiliates, including to its shareholders and prospective shareholders, (ii) a merger, consolidation or similar transaction by such Party or its Affiliates, (iii) the sale of all or substantially all of the assets of such Party or its Affiliates, or (iv) in connection with a Securitization, provided that such Third Party executes a non-use and non-disclosure agreement and observes the same obligations of confidentiality as such Party owes under this Agreement with respect to Proprietary Information of the other Party; (c) to the United States Securities and Exchange Commission or any other securities exchange or governmental entityauthority, including as required to make an initial or subsequent public offering, ; or (d) as otherwise required by law or regulation, Applicable Law; provided that in the case of (c) and (d) the disclosing Disclosing Party shall (x) if practicable, provide submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than prior to the anticipated date of disclosure, unless such shorter period is reasonably necessary to comply with Applicable Law) so as to provide a reasonable advance notice of and an opportunity to comment on any such required disclosure, (y) if requested by such other Party, seek, or cooperate with such Party’s efforts to obtain, obtain confidential treatment or a protective order with respect to any such disclosure to the extent available at such other Party’s expenseavailable, and (z) use good faith efforts to incorporate the comments of such other Party in any such disclosure or request for confidential treatment or protective order., and if disclosure of the terms of this Agreement is required by Applicable Law or the rules of any securities exchange or market on which a Party’s (or its Affiliate’s) securities are listed or traded, the Parties shall agree on a redacted version of this Agreement to be so disclosed; provided, however, that in the event the Parties cannot agree on

Terms of Agreement. Neither Party nor its Affiliates shall will disclose any terms or conditions of this Agreement to any Third Party without the prior consent of the other Party, except as follows: A a Party and its Affiliates may disclose the terms or conditions of this Agreement (but not any other Proprietary Confidential Information, which may be disclosed only as described elsewhere in this Article IXARTICLE III), (a) on a need-to-know basis to its legal and financial advisors to the extent such disclosure is reasonably necessary, provided that such advisors are subject to confidentiality with regard to such information under an agreement or ethical obligation; (b) to a *** CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. CONFIDENTIAL TREATMENT REQUESTED Third Party in connection with (i) a financing (or proposed financing) or an equity investment (or proposed investment) in such Party or its Affiliates, including to its shareholders and prospective shareholders, (ii) a merger, consolidation consolidation, sublicense or similar transaction by such Party or its Affiliates, (iiiii) the sale of all or substantially all of the assets of such Party or its AffiliatesAffiliates to which this Agreement relates, or (iviii) with respect to disclosure by PNP, in connection with a Securitizationsale of the royalties or other rights to payments contained herein, provided that, in each case, the disclosing Party will ensure that such Third Party executes a is bound by confidentiality and non-use and non-disclosure agreement and observes the same obligations of confidentiality as such Party owes under this Agreement with respect to Proprietary Confidential Information of the other PartyParty substantially no less restrictive than those contained in this Agreement and such disclosing Party will be fully liable to the other Party for breach of such confidentiality and non-use obligations by such Third Parties; (c) to the United States Securities and Exchange Commission or any other securities exchange or governmental entityauthority, including as required to make an initial or subsequent public offering, ; or (d) as otherwise required by law or regulationApplicable Law; provided, provided that in the case of (c) and (d) ), the disclosing Party shall will (x) if practicable, provide the other Party with reasonable advance notice of and an opportunity to comment on any such required disclosure, (y) if requested by such other Party, seek, or cooperate with such Party’s efforts to obtain, confidential treatment or a protective order with respect to any such disclosure to the extent available at such other Party’s expenseavailable, and (z) use good faith efforts to incorporate the comments of such other Party in any such disclosure or request for confidential treatment or protective order. GeoVax agrees and understands that PNP may be required to disclose, on a non-confidential basis, both a general description and certain specific provisions of this Agreement in connection with its solicitation of shareholder approval of the transaction contemplated hereby.

Terms of Agreement. Neither Party nor its Affiliates shall disclose Except as expressly provided in this Article 7, each party hereto agrees not to make any public disclosure of the terms or conditions of this Agreement or the identity of the Specified Antigen (unless such Specified Antigen is an Excluded Antigen)(including, without limitation, any press release and/or Q&A to be issued on the date of GNE's exercise of any Third Party Option), without first obtaining the prior consent written approval of the other Party, except as follows: A Party party and its Affiliates may disclose agreement upon the terms nature and text of such public announcement or conditions disclosure. After execution of this Agreement (but not Agreement, either party hereto may issue a press release, the content of which will be agreed upon by the parties. The party desiring to make any such public announcement shall provide the other Proprietary Information, which may be disclosed only as described elsewhere in this Article IX), (a) on party with a need-to-know basis to its legal and financial advisors to the extent such disclosure is reasonably necessary, provided that such advisors are subject to confidentiality with regard to such information under an agreement or ethical obligation; (b) to a *** CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. CONFIDENTIAL TREATMENT REQUESTED Third Party in connection with (i) a financing (or proposed financing) or an equity investment (or proposed investment) in such Party or its Affiliates, including to its shareholders and prospective shareholders, (ii) a merger, consolidation or similar transaction by such Party or its Affiliates, (iii) the sale of all or substantially all copy of the assets of such Party or its Affiliates, or (iv) proposed announcement for review and comment in connection reasonably sufficient time prior to public release. Each party agrees that it shall cooperate fully with a Securitization, provided that such Third Party executes a non-use and non-disclosure agreement and observes the same obligations of confidentiality as such Party owes under this Agreement other with respect to Proprietary Information of the other Party; (c) all disclosures regarding this Agreement required under applicable laws and regulations to the United States Securities and Exchange Commission or and any other securities exchange governmental or governmental entityregulatory agencies, including as required to make an initial or subsequent public offering, or (d) as otherwise required by law or regulation, provided that in the case of (c) and (d) the disclosing Party shall (x) if practicable, provide the other Party with reasonable advance notice of and an opportunity to comment on any such required disclosure, (y) if requested by such other Party, seek, or cooperate with such Party’s efforts to obtain, requests for confidential treatment or a protective order with respect to any such disclosure to the extent available at such other Party’s expense, and (z) use good faith efforts to incorporate the comments of such other Party proprietary information of either party included in any such governmental disclosure. The parties may publicly disclose information contained in any prior public disclosure that was in compliance with this Section 7.3 without further approvals hereunder. In addition, each party agrees not to disclose the identity of any Specified Antigen to any third party under any circumstances except if required by law, nor the terms of this Agreement or request the GNE Product License Agreement to any third party, other than to professional advisors and financing sources, and in that case, only under confidentiality terms at least as stringent in material respects as this Article. GNE shall have the right to review and comment on applications for confidential treatment or protective orderinsofar as they pertain to this Agreement, prior to being filed with the SEC and ABX shall not unreasonably refuse to consider such comments. GNE shall provide its comments, if any, on such application as soon as practicable, and in no event later than four (4) days after such application is provided to GNE.

Terms of Agreement. Neither Party nor its Affiliates shall disclose any The terms or conditions of this Agreement CLOA shall be the Confidential Information of both Parties, and subject to any Third the terms of this Article 6. Notwithstanding the foregoing, either Party without the prior consent may make a disclosure of the other Party, except as follows: A Party and its Affiliates may disclose the terms or conditions of this Agreement (but not any other Proprietary Information, which may be disclosed only as described elsewhere in this Article IX), CLOA: (a) on to any bona fide CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO MERSANA THERAPEUTICS, INC. IF PUBLICLY DISCLOSED financial advisors, accountants, investors, potential acquirers, or, in the case of MERSANA, potential sublicensees who have undertaken substantive negotiation of a need-to-know basis Sublicense Agreement with MERSANA in good faith and are bound in writing to its legal and financial advisors maintain the confidentiality of such disclosure to the same extent required of the Parties hereunder, (b) if required by applicable Law, or (c) as otherwise permitted pursuant to Section 6.5. A Party will give the other Party written notice of any required disclosure under (b) above (if legally permitted), which notice shall, to the extent such disclosure is reasonably necessarypracticable, provided that such advisors are subject to confidentiality with regard to such information under an agreement or ethical obligation; (b) to be given a *** CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. CONFIDENTIAL TREATMENT REQUESTED Third Party reasonable period of time in connection with (i) a financing (or proposed financing) or an equity investment (or proposed investment) in such Party or its Affiliates, including to its shareholders and prospective shareholders, (ii) a merger, consolidation or similar transaction by such Party or its Affiliates, (iii) the sale of all or substantially all of the assets advance of such required disclosure. In the event either Party or its Affiliates, or (iv) in connection is required to file this CLOA with a Securitization, provided that such Third Party executes a non-use and non-disclosure agreement and observes the same obligations of confidentiality as such Party owes under this Agreement with respect to Proprietary Information of the other Party; (c) to the United States U.S. Securities and Exchange Commission or any other securities exchange or governmental entitycomparable non-U.S. Governmental Entity, including as required to make an initial or subsequent public offering, or (d) as otherwise required by law or regulation, provided that in the case of (c) and (d) the disclosing such Party shall (x) if practicableapply for confidential treatment of this CLOA to the fullest extent permitted by applicable Law, shall provide the other Party with a copy of the confidential treatment request a reasonable enough time in advance notice of and an its filing to attempt to give the other Party a meaningful opportunity to comment on any thereon, and shall incorporate in such required disclosure, (y) if requested by such other Party, seek, or cooperate with such Party’s efforts to obtain, confidential treatment or a protective order with respect to request any such disclosure to the extent available at such other Party’s expense, and (z) use good faith efforts to incorporate the reasonable comments of such the other Party in any such disclosure or request for confidential treatment or protective order(if reasonably practicable).

Terms of Agreement. Neither Party nor its Affiliates shall disclose the existence or any terms or conditions of this Agreement to any Third Party without the prior consent of the other Party; provided, except as follows: A however, that a Party and its Affiliates may disclose the terms or conditions of this Agreement (but not any other Proprietary Confidential Information, which may be disclosed only ) as described elsewhere in this Article IX), follows: (a) on a need-to-know basis to its legal and financial advisors to the extent such disclosure is reasonably necessary, provided that such advisors are subject to confidentiality with regard to such information under an agreement or ethical obligationnecessary for a valid business purpose; (b) to a *** CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. CONFIDENTIAL TREATMENT REQUESTED Third Party in connection with one of the following transactions solely for the purpose of evaluating or carrying out such transaction and solely to the extent that such Third Party is an actual or bona fide potential transaction party: (i) a financing (an investment or proposed financing) potential investment by or an equity investment (or proposed investment) in such Party or its Affiliates, including to its shareholders and prospective shareholdersParty, (ii) a potential merger, consolidation or similar transaction by such Party ​ ABZ [ ] 14 Confidential ​ Party, or its Affiliates, (iii) the a potential sale of all or substantially all of the assets of such Party or its Affiliatesrelated to the substance of this Agreement; provided, or that in each of the foregoing clauses (iv) i)-(iii), the Person to whom the information is disclosed is not a competitor of the other Party and in connection with a Securitization, any event provided that all competitive and/or sensitive information (without limitation, such Third Party executes a non-use as pricing, Specifications and non-disclosure agreement and observes the same obligations of confidentiality as such Party owes under this Agreement with respect to Proprietary other Confidential Information of the other PartyParty within this Agreement) is redacted; or (c) to the United States Securities and Exchange Commission or any other securities exchange or governmental entity, including as required to make an initial or subsequent public offering, or (d) as otherwise required by listing requirements, law or regulation, provided that in the case of (c) and (d) the disclosing Party shall (x) if to the extent practicable, provide the other Party with reasonable advance notice of and an opportunity to comment on any such required disclosure, (y) if requested by such other Party, seek, or cooperate with such Party’s efforts to obtain, confidential treatment or a protective order with respect to any such disclosure to the extent available at such other Party’s expense, as applicable, and (z) use good faith efforts to incorporate the comments of such other Party in any such disclosure or request for confidential treatment or protective order; and provided further that such terms and conditions shall be deemed Confidential Information and the Party making such disclosure shall require that such Third Party receiving such Confidential Information shall observe the same obligations of confidentiality as such Party owes under this Agreement with respect to Confidential Information of the other Party. A Party making a disclosure in accordance with this Section 9.3 shall ensure that the Person to whom disclosure is made pursuant to clause (a) or clause (b) is bound by confidentiality and non-use restrictions no less onerous than those set forth in this Section 9, and without limitation of the foregoing, in the event of any noncompliance by any such Person with this Section 9, the Party that made the disclosure shall be liable and responsible to the same extent as if such noncompliance were on the part of such Party itself.