Common use of Authorized Disclosure Clause in Contracts

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, a Receiving Party or its Affiliates may use and disclose to Third Parties Confidential Information of the Disclosing Party as follows: (i) solely in connection with the performance of its obligations or exercise of rights granted or reserved in this Agreement under confidentiality provisions no less restrictive than those in this Agreement, provided, that Confidential Information may be disclosed by a Receiving Party to a governmental entity or agency without requiring such entity or agency to enter into a confidentiality agreement; (ii) to the extent reasonably necessary to file or prosecute patent, copyright and trademark applications (subject to Section 11.4 below), complying with applicable governmental regulations, obtaining Approvals, conducting Pre-Clinical Studies or Clinical Studies, marketing the Product, or as otherwise required by applicable law, regulation, rule or legal process (including the rules of the SEC and any stock exchange); provided, however, that if a Receiving Party or any of its Affiliates is required by law or regulation to make any such disclosure of a Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosures, give reasonable advance notice to the Disclosing Party of such disclosure requirement and will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; (iii) in communication with actual or potential lenders, investors, merger partners, acquirers, consultants, or professional advisors on a need-to-know basis, in each case under confidentiality provisions no less restrictive than those of this Agreement; (iv) to the extent such disclosure is required to comply with existing expressly stated contractual obligations owed to such Party’s or its Affiliates’ licensor with respect to any intellectual property licensed to the other Party under this Agreement; or (v) as mutually agreed to in writing by the Parties.

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, a Receiving Party or its Affiliates may use and disclose to Third Parties Confidential Information of the Disclosing Party as follows: to (i) solely in connection with employees, agents, contractors, consultants and advisors of the Receiving Party and its Affiliates, and sublicensees and to (ii) Third Parties to the extent reasonably necessary for the performance of its obligations or exercise of rights granted or reserved in this Agreement Agreement, in each case under confidentiality provisions no less restrictive than those in this Agreement. In addition, provided, that Confidential Information may be disclosed by a Receiving Party to a governmental entity or agency without requiring such entity or agency to enter into a confidentiality agreement; its Affiliates may disclose Confidential Information of the Disclosing Party (iii) to the extent reasonably necessary to file or prosecute patent, copyright and trademark applications (subject to Section 11.4 12.4 below), complying with applicable governmental regulations, obtaining Regulatory Approvals, conducting Prenon-Clinical Studies or Clinical Studies, marketing the a Product, or as otherwise required by applicable law, regulation, rule or legal process (including the rules of the SEC and any stock exchange); provided, however, that if a Receiving Party or any of its Affiliates is required by law or regulation to make any such disclosure of a Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosures, give reasonable advance notice to the Disclosing Party of such disclosure requirement and will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; (iiiii) on a need-to-know basis, in communication with actual or potential lenders, potential acquirers, investors, merger partners, acquirers, consultants, or professional advisors on a need-to-know basisadvisors, in each case under confidentiality provisions no less restrictive than those of this Agreement; (iviii) to the extent such disclosure is required to comply with existing expressly stated contractual obligations owed to such Party’s or its Affiliates’ licensor with respect to any intellectual property licensed to the other Party under this Agreement; or (viv) as mutually agreed to in writing by the Parties.

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, a Receiving Party or its Affiliates may use and disclose to Third Parties Confidential Information of the Disclosing Party as follows: (i) solely under appropriate confidentiality provisions similar to those in this Agreement, in connection with the performance of its obligations or exercise of rights granted or reserved in this Agreement under confidentiality provisions no less restrictive than those in this Agreement(including, providedwithout limitation, that Confidential Information may be disclosed by a Receiving Party the rights to a governmental entity commercialize Product Candidates, Licensed Products and to grant licenses and sublicenses hereunder); or agency without requiring such entity or agency to enter into a confidentiality agreement; (ii) to the extent such disclosure is reasonably necessary to file in filing or prosecute prosecuting patent, copyright and trademark applications (subject to Section 11.4 below)applications, prosecuting or defending litigation, complying with applicable governmental regulations, obtaining Approvalsregulatory approval, conducting Pre-Clinical Studies preclinical activities or Clinical Studiesclinical trials, marketing the ProductLicensed Products, or as otherwise required by applicable law, regulation, rule or legal process (including the rules of the SEC and any stock exchange); provided, however, that if a Receiving Party or any of its Affiliates is required by law or regulation to make any such disclosure of a Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosures, for example in the event of medical emergency, give reasonable advance notice to the Disclosing Party of such disclosure requirement and and, except to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; or (iii) in communication with actual or potential lenders, investors, merger partners, acquirers, consultants, advisors or professional advisors others on a need-to-need to know basis, in each case under appropriate confidentiality provisions no less restrictive than substantially equivalent to those of this Agreement; or (iv) to the extent such disclosure is required to comply with existing expressly stated contractual obligations owed to such Party’s or its Affiliates’ licensor with respect to any intellectual property licensed to the other Party under this Agreement; or (v) as mutually agreed to in writing by the Parties.

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, a Receiving Each Party or and its Affiliates Authorized Recipients may use and disclose to Third Parties Confidential Information of the Disclosing Party as follows: (i) solely in connection with the performance of its obligations or exercise of rights granted or reserved in this Agreement under confidentiality provisions no less restrictive than those in this Agreement, provided, that Confidential Information may be disclosed by a Receiving Party to a governmental entity or agency without requiring such entity or agency to enter into a confidentiality agreement; (ii) to the extent reasonably necessary that such disclosure is (a) made in response to file or prosecute patenta valid order, copyright and trademark applications (subject to Section 11.4 below), complying with applicable governmental regulations, obtaining Approvals, conducting Pre-Clinical Studies or Clinical Studies, marketing the Productinquiry, or request (each an “Order”) of a court of competent jurisdiction or other agency, as otherwise required by applicable law, regulation, rule or legal process (including the rules of the SEC and any stock exchange)applicable; provided, however, that if a the Receiving Party or any of its Affiliates is required by law or regulation to make any such disclosure of a Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosures, give reasonable advance must first have given notice to the Disclosing Party and given the Disclosing Party a reasonable opportunity to quash such Order or to obtain a protective order requiring that the Confidential Information and/or documents that are the subject of such disclosure requirement Order be held in confidence by such court or Agency or, if disclosed, be used only for the purposes for which the Order was issued; and will use its reasonable efforts to secure confidential treatment of such provided further that if an Order is not quashed or a protective order is not obtained, the Confidential Information disclosed in response to such Order will be limited to that information that is legally required to be disclosed; disclosed in such response to such Order, and (iiib) in communication with actual or potential lendersrequired by Applicable Law. In addition, investors, merger partners, acquirers, consultants, or professional advisors on a need-to-know basis, in each case under confidentiality provisions no less restrictive than those of this Agreement; (iv) Astellas and its Authorized Recipients may disclose Confidential Information to the extent that such disclosure is required to comply reasonably deemed necessary by Astellas in connection with existing expressly stated contractual obligations owed to such Party’s Regulatory Submissions or its Affiliates’ licensor with respect to any intellectual property licensed to other regulatory activities regarding the other Party under this Agreement; or (v) as mutually agreed to Product in writing by the PartiesTerritory.

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, a Receiving Party or its Affiliates may use and disclose disclose, to Third Parties or the Parent Companies, Confidential Information of the Disclosing Party as follows: (i) with respect to any such disclosure of Confidential Information, under confidentiality provisions no less restrictive than those in this Agreement, and solely in connection with the performance of its obligations or exercise of rights granted or reserved in this Agreement under confidentiality provisions no less restrictive than those in this Agreement(including, without limitation, the rights to Develop and Commercialize Collaboration Compounds, Licensed Products, Refused Candidates, Refused Candidate Products and/or Returned Licensed Products, and to grant licenses and sublicenses hereunder), provided, that Confidential Information may be disclosed by a Receiving Party to a governmental entity or agency without requiring such entity or agency to enter into a confidentiality agreementagreement with such Receiving Party if such Receiving Party has used reasonable efforts to impose such requirement without success and disclosure to such governmental entity or agency is necessary for the performance of the Receiving Party’s obligations hereunder; (ii) to the extent such disclosure is reasonably necessary to file in filing or prosecute prosecuting patent, copyright and trademark applications (subject to Section 11.4 9.6 below), complying with applicable governmental regulations, obtaining Regulatory Approvals, conducting Pre-Clinical Studies or Clinical Studies, marketing the ProductLicensed Products, or as otherwise required by applicable law, regulation, rule or legal process (including the rules of the SEC and any stock exchange); provided, however, that if a Receiving Party or any of its Affiliates or Parent Companies is required by law or regulation to make any such disclosure of a Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosures, for example, but without limitation, in the event of medical emergency, give reasonable advance notice to the Disclosing Party of such disclosure requirement and will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; (iii) in communication with actual or potential lenders, investors, merger partners, acquirers, consultants, or professional advisors on a need-to-need to know basis, in each case under confidentiality provisions no less restrictive than those of this Agreement; (iv) to the extent and only to the extent that such disclosure is required to comply with existing expressly stated contractual obligations owed to such Party’s, its Affiliate’s or its Affiliates’ Parent Company’s licensor with respect to any intellectual property licensed to the other Party under this Agreement; or (v) as to the extent mutually agreed to in writing by the Parties. If a Parent Company receives GSK’s Confidential Information as permitted pursuant to this Section 9.2, such Parent Company may only use and disclose GSK’s Confidential Information solely in accordance with this Section 9.2 under confidentiality provisions no less restrictive than those in this Agreement and solely as and to the extent required (x) by law, court order or an existing expressly stated contractual requirement, (y) for such Parent Company to perform its obligations in connection with this Agreement (including without limitation the provision of services to Regulus under the Services Agreement) or the Side Agreement, or (z) for such Parent Company to make a determination to exercise, and to exercise, any of its rights with respect to Refused Candidates, Refused Candidate Products or Returned Licensed Products under the JV Agreements.

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, a Receiving Party or its Affiliates may use and disclose disclose, to Third Parties or the Founding Companies, Confidential Information of the Disclosing Party as follows: (i) with respect to any such disclosure of Confidential Information, under confidentiality provisions no less restrictive than those in this Agreement, and solely in connection with the performance of its obligations or exercise of rights granted or reserved in this Agreement under confidentiality provisions no less restrictive than those in this Agreement(including, without limitation, the rights to Develop and Commercialize SPC-3649, and to grant licenses and sublicenses hereunder), provided, that Confidential Information may be disclosed by a Receiving Party to a governmental entity or agency without requiring such entity or agency to enter into a confidentiality agreementagreement with such Receiving Party if such Receiving Party has used reasonable efforts to impose such requirement without success and disclosure to such governmental entity or agency is necessary for the performance of the Receiving Party’s obligations hereunder; (ii) to the extent such disclosure is reasonably necessary to file in filing or prosecute prosecuting patent, copyright and trademark applications (subject to Section 11.4 below)applications, complying with applicable governmental regulations, obtaining Regulatory Approvals, conducting Pre-Clinical Studies or Clinical Studies, marketing the ProductSPC-3649, or as otherwise required by applicable law, regulation, rule or legal process (including the rules of the SEC and any stock exchange); provided, however, that if a Receiving Party or any of its Affiliates or Founding Companies is required by law or regulation (including the rules of the SEC and any stock exchange) to make any such disclosure of a Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosures, for example, but without limitation, in the event of medical emergency, give reasonable advance notice to the Disclosing Party of such disclosure requirement and will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; (iii) in communication with actual or potential lenders, investors, merger partners, acquirers, consultants, or professional advisors on a need-to-need to know basis, in each case under confidentiality provisions no less restrictive than those of this Agreement; (iv) in communication with actual or potential licensees outside the Field on a need to know basis, in each case under confidentiality provisions no less restrictive than those of this Agreement and such Confidential Information may be redacted to exclude confidential scientific information, the name of the Disclosing Party and other sensitive information reasonably required by the Disclosing Party to be kept confidential; (v) to the extent and only to the extent that such disclosure is required to comply with existing expressly stated contractual obligations owed to such Party’s, its Affiliate’s or its Affiliates’ Founding Company’s licensor with respect to any intellectual property licensed to the other Party under this Agreement; or (vvi) as to the extent mutually agreed to in writing by the Parties. If a Founding Company receives GSK’s Confidential Information as permitted pursuant to this Section 7.2, such Founding Company may only use and disclose GSK’s Confidential Information solely in accordance with this Section 7.2 under confidentiality provisions no less restrictive than those in this Agreement and solely as and to the extent required (x) by law, court order or an existing expressly stated contractual requirement of a licensor to Regulus Patents, or (y) for such Founding Company to perform its rights or obligations in connection with this Agreement.

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, a Receiving Party or its Affiliates may use and disclose to Third Parties Confidential Information of the Disclosing Party as follows: (ia) solely under appropriate confidentiality provisions similar to those in this Agreement, in connection with the performance of its obligations or exercise of rights granted or reserved in this Agreement under confidentiality provisions no less restrictive than those in this Agreement(including the rights to Develop, provided, that Confidential Information may be disclosed by a Receiving Party Manufacture and Commercialize Products and to a governmental entity grant sublicenses as permitted hereunder); or agency without requiring such entity or agency to enter into a confidentiality agreement; (iib) to the extent such disclosure is reasonably necessary to file in filing or prosecute prosecuting patent, copyright and trademark applications (subject to Section 11.4 below)in accordance with this Agreement, prosecuting or defending litigation, complying with applicable governmental regulations, seeking and obtaining Approvalsregulatory approval, conducting Prenon-Clinical Studies clinical activities or Clinical Studiesclinical trials, marketing the Productpreparing and submitting INDs to Regulatory Authorities, or as is otherwise required by applicable law, regulation, rule Applicable Law or legal process (including the rules of the SEC and any a recognized stock exchange)exchange or automated quotation system applicable to such Party; provided, however, that if a Receiving Party or any of its Affiliates is required by law or regulation Applicable Law to make any such disclosure of a Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosuresimpracticable, give reasonable advance notice to the Disclosing Party of such disclosure requirement and will use its reasonable efforts and, if requested by the Disclosing Party, cooperate with the Disclosing Party to secure confidential treatment of such Confidential Information required to be disclosed; or (iiic) in communication with actual existing or potential lenders, prospective investors, merger partners, acquirers, consultants, advisors, licensees or professional advisors collaborators or others on a need-to-need to know basis, in each case that are not Competitors of the Disclosing Party and under appropriate confidentiality provisions no less restrictive than substantially equivalent to those of this Agreement; Agreement (ivexcept for the term of such obligations, which shall be customary for the particular disclosure) or (d) to the extent such disclosure is required to comply with existing expressly stated contractual obligations owed to such Party’s or its Affiliates’ licensor with respect to any intellectual property licensed to the other Party under this Agreement; or (v) as mutually agreed to in writing by the Parties.

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, a Receiving Party or its Affiliates may use and disclose to Third Parties Confidential Information of the Disclosing Party as follows: (i) solely in connection with the performance of its obligations or exercise of rights granted or reserved in this Agreement under confidentiality provisions no less restrictive than those in this Agreement, provided, that Confidential Information may be disclosed by a Receiving Party may disclose Confidential Information to a governmental entity or agency without requiring such entity or agency to enter into a confidentiality agreement; (ii) to the extent reasonably necessary to file or prosecute patent, copyright and trademark applications (subject to Section 11.4 below), complying with applicable governmental regulations, obtaining Approvals, conducting Pre-Clinical Studies or Clinical Studies, marketing the a Product, or as otherwise required by applicable law, regulation, rule or legal process (including the rules of the SEC and any stock exchange); provided, however, that if a Receiving Party or any of its Affiliates is required by law or regulation to make any such disclosure of a Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosures, give reasonable advance notice to the Disclosing Party of such disclosure requirement and will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; (iii) in communication with actual or potential lenders, investors, merger partners, acquirers, consultants, or professional advisors on a need-to-know basis, in each case under confidentiality provisions no less restrictive than those of this Agreement; (iv) to the extent such disclosure is required to comply with existing expressly stated contractual obligations owed to such Party’s or its Affiliates’ licensor with respect to any intellectual property licensed to the other Party under this Agreement; or (v) as mutually agreed to in writing by the Parties.

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, a Receiving Party or its Affiliates may use and disclose to Third Parties Confidential Information of the Disclosing Party as follows: (i) solely under appropriate confidentiality provisions similar to those in this Agreement, in connection with the performance of its obligations or exercise of rights granted or reserved in this Agreement under confidentiality provisions no less restrictive than those in this Agreement, provided, that Confidential Information may be disclosed by a Receiving Party (including the rights to a governmental entity commercialize Products and to grant licenses and sublicenses hereunder); or agency without requiring such entity or agency to enter into a confidentiality agreement; (ii) to the extent such disclosure is reasonably necessary to file in filing or prosecute prosecuting patent, copyright and trademark applications (subject to Section 11.4 below)applications, prosecuting or defending litigation, complying with applicable governmental regulations, obtaining Approvalsregulatory approval, conducting Prepre-Clinical Studies clinical activities or Clinical StudiesTrials, marketing the ProductProducts, or as otherwise required by applicable law, regulation, rule or legal process (including the rules of the SEC and any stock exchange); provided, however, that if a Receiving Party or any of its Affiliates is required by law or regulation to make any such disclosure of a Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosures, for example in the event of medical emergency, give reasonable advance notice to the Disclosing Party of such disclosure requirement and and, except to the extent inappropriate in the case of patent *** Confidential Treatment Requested *** applications, will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; or (iii) in communication with actual or potential lenders, investors, merger partners, acquirers, consultants, advisors or professional advisors others on a need-to-need to know basis, in each case under appropriate confidentiality provisions no less restrictive than substantially equivalent to those of this Agreement; or (iv) to the extent such disclosure is required to comply with existing expressly stated contractual obligations owed to such Party’s or its Affiliates’ licensor with respect to any intellectual property licensed to the other Party under this Agreement; or (v) as mutually agreed to in writing by the Parties; provided, however, that, in each of the above situations, the Receiving Party shall remain responsible for any failure by any Person who receives the Confidential Information pursuant to this Section 9.2 to treat such Confidential Information as required under this Article 9.

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, a Receiving Party or its Affiliates may use and disclose to Third Parties Confidential Information of the Disclosing Party as follows: (i) with respect to any such disclosure of Confidential Information, under confidentiality provisions no less restrictive than those in this Agreement, and solely in connection with the performance of its obligations or exercise of its rights granted or reserved in this Agreement under confidentiality provisions no less restrictive than those in this Agreement(including, providedwithout limitation, that Confidential Information may be disclosed by a Receiving Party the rights to a governmental entity or agency without requiring such entity or agency develop and commercialize Lead Compounds, Products, and/or Discontinued Products, and to enter into a confidentiality agreementgrant licenses and sublicenses hereunder); (ii) to the extent such disclosure is reasonably necessary to file in filing or prosecute prosecuting patent, copyright and trademark applications (subject to Section 11.4 8.6 below), complying with applicable governmental regulations, obtaining Approvals, conducting Pre-Clinical Studies or Clinical Studiesclinical trials, marketing the ProductProducts, or as otherwise required by applicable law, regulation, rule or legal process (including the rules of the SEC and any stock exchange); provided, however, that if a Receiving Party or any of its Affiliates is required by law or regulation to make any such disclosure of a Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosures, for example, but without limitation, in the event of a medical emergency, give reasonable advance notice to the Disclosing Party of such disclosure requirement and will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; (iii) in communication with actual or potential lenders, arm’s-length financial investors, merger partners, acquirers, consultants, or professional advisors on a need-to-know basis, in each case under confidentiality provisions no less restrictive than those of this Agreement; (iv) in the case of Regulus, to the extent such disclosure is required to comply with existing expressly stated contractual obligations owed to such Party’s Regulus’ or its Affiliates’ licensor licensees or collaboration partners, or to its licensors with respect to any intellectual property or other rights licensed or sublicensed to the other Party under this Agreement; or (v) to prosecute or defend litigation as permitted by this Agreement; or (vi) to the extent mutually agreed to in writing by the Parties.

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, a Receiving Party or its Affiliates may use and disclose to Third Parties Confidential Information of the Disclosing Party as follows: (ia) solely in connection with the performance of its obligations or exercise of rights granted or reserved in this Agreement under confidentiality provisions no less restrictive than those in this Agreement, provided, that Confidential Information may be disclosed by a Receiving Party (including the rights to a governmental entity or agency without requiring such entity or agency to enter into a confidentiality agreementDevelop and Commercialize the Covered Products); (iib) to the extent such disclosure is reasonably necessary to file in filing or prosecute prosecuting patent, copyright copyright, and trademark applications (subject to Section 11.4 below)applications, prosecuting or defending litigation, complying with applicable governmental regulations, obtaining Approvalsregulatory approval, conducting Pre-Clinical Studies or Clinical StudiesTrial Investigations, marketing the ProductCovered Products, or as otherwise required by applicable law, regulation, rule Law; (c) in connection with the appraisal of Lithera IP for the purpose of contributing such IP into the charter capital of NovaMedica or legal process (including d) to the rules of extent mutually agreed to in writing by the SEC and any stock exchange)Parties; provided, however, that if a Receiving Party or any of its Affiliates is required in litigation or by law Law or regulation to make any such disclosure of a Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosures, shall give reasonable advance notice to the Disclosing Party of such disclosure requirement and will and, except to the extent inappropriate in the case of patent applications, shall use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; (iii) in communication with actual or potential lenders. In addition, investors, merger partners, acquirers, consultantsa Receiving Party may disclose Confidential Information of the Disclosing Party to any of its Affiliates and Permitted Transferees, or professional advisors in connection with due diligence investigations by or on behalf of a need-to-know basisThird Party in connection with a potential license, collaboration, investment, merger, or acquisition with or by such Third Party, and, in the case of Lithera, to Third Parties in connection with due diligence investigations by or on behalf of a Third Party in connection with a potential license, collaboration, investment or other financing, merger, or acquisition with or by such Third Party; provided, however, in each case under of the foregoing cases, that such Third Party reasonably needs to have access to such Confidential Information agrees to be bound by reasonable terms of confidentiality provisions no less restrictive than and non-use at least as stringent as those of set forth in this Agreement; (iv) Section 8, to limit such disclosure to only personnel having a need to know such information, and to return or certify to the extent such disclosure is required to comply with existing expressly stated contractual obligations owed to such Party’s or its Affiliates’ licensor with respect to any intellectual property licensed Receiving Party as to the other Party under this Agreement; destruction of such Confidential Information promptly after completing the due diligence investigation, negotiation, or (v) transaction, as mutually agreed to in writing by the Partiescase may be.

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, a Receiving Party or its Affiliates may use and disclose to Third Parties Confidential Information of the Disclosing Party as follows: (ia) solely to the Receiving Party’s Affiliates, sublicensees, employees, officers, directors, agents, consultants, and/or other Third Parties under appropriate confidentiality provisions no less stringent than those in this Agreement, in connection with the performance of its obligations or exercise of its rights granted or reserved in this Agreement under confidentiality provisions no less restrictive than those in this Agreement, provided, that Confidential Information may be disclosed by a Receiving Party to a governmental entity ; or agency without requiring such entity or agency to enter into a confidentiality agreement; (iib) to the extent such disclosure is reasonably necessary to file in defending litigation or prosecute patent, copyright and trademark applications (subject to Section 11.4 below), complying with applicable governmental regulations, obtaining Approvals, conducting Pre-Clinical Studies or Clinical Studies, marketing the Product, or as otherwise required by applicable law, regulation, rule or legal process (including the rules of the SEC and any stock exchange)Applicable Law; provided, however, that if a Receiving Party or any of its Affiliates is required by law or regulation Applicable Law to make any such disclosure of a Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosures, for example in the event of medical emergency, give reasonable advance notice to the Disclosing Party of such disclosure requirement and will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be discloseddisclosed at the Disclosing Party's reasonable expense; or (iiic) in communication with to potential or actual acquirers, merger candidates or potential lendersinvestors or venture capital firms, investment bankers or other financial institutions or investors, merger partnersprovided that in connection with such disclosure, acquirers, consultants, such Receiving Party shall inform each disclosee of the confidential nature of such Confidential Information and cause each disclosee to treat such Confidential Information as confidential; or professional advisors on a need-to-know basis, in each case under confidentiality provisions no less restrictive than those of this Agreement; (ivd) to the extent such disclosure is required to comply with existing expressly stated contractual obligations owed to such Party’s or its Affiliates’ licensor with respect to any intellectual property licensed to the other Party under this Agreement; or (v) as mutually agreed to in writing by the Parties; provided, however, that, in each of the above situations, the Receiving Party shall remain responsible for any failure by any Person who receives the Confidential Information pursuant to this Section 12.3 to treat such Confidential Information as required under this Article XII.

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, a Receiving Party or its Affiliates may use and disclose to Third Parties Confidential Information of the Disclosing Party as follows: (ia) solely in connection with the performance of its obligations or exercise of rights granted or reserved in this Agreement under confidentiality provisions no less restrictive than those in this Agreement, provided, that Confidential Information may be disclosed by a Receiving Party (including the rights to a governmental entity or agency without requiring such entity or agency to enter into a confidentiality agreementDevelop and Commercialize the Covered Products); (iib) to the extent such disclosure is reasonably necessary to file in filing or prosecute prosecuting patent, copyright copyright, and trademark applications (subject to Section 11.4 below)applications, prosecuting or defending litigation, complying with applicable governmental regulations, obtaining Approvalsregulatory approval, conducting Pre-Clinical Studies or Clinical StudiesTrial Investigations, marketing the ProductCovered Products, or as otherwise required by applicable law, regulation, rule Law; (c) in connection with the appraisal of Company IP for the purpose of contributing such IP into the charter capital of NovaMedica or legal process (including d) to the rules of extent mutually agreed to in writing by the SEC and any stock exchange)Parties; provided, however, that if a Receiving Party or any of its Affiliates is required in litigation or by law Law or regulation to make any such disclosure of a Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosures, shall give reasonable advance notice to the Disclosing Party of such disclosure requirement and will and, except to the extent inappropriate in the case of patent applications, shall use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; (iii) in communication with actual or potential lenders. In addition, investors, merger partners, acquirers, consultantsa Receiving Party may disclose Confidential Information of the Disclosing Party to any of its Affiliates and Permitted Transferees, or professional advisors in connection with due diligence investigations by or on behalf of a need-to-know basisThird Party in connection with a potential license, collaboration, investment, merger, or acquisition with or by such Third Party, and, in the case of Company, to Third Parties in connection with due diligence investigations by or on behalf of a Third Party in connection with a potential license, collaboration, investment or other financing, merger, or acquisition with or by such Third Party; provided, however, in each case under of the foregoing cases, that such Third Party reasonably needs to have access to such Confidential Information agrees to be bound by reasonable terms of confidentiality provisions no less restrictive than and non-use at least as stringent as those of set forth in this Agreement; (iv) Article 8, to limit such disclosure to only personnel having a need to know such information, and to return or certify to the extent such disclosure is required to comply with existing expressly stated contractual obligations owed to such Party’s or its Affiliates’ licensor with respect to any intellectual property licensed Receiving Party as to the other Party under this Agreement; destruction of such Confidential Information promptly after completing the due diligence investigation, negotiation, or (v) transaction, as mutually agreed to in writing by the Partiescase may be.

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, a Receiving Party or its Affiliates may use and disclose to Third Parties Confidential Information of the Disclosing Party as follows: (i) solely under appropriate confidentiality provisions similar to those in this Agreement, in connection with the performance of its obligations or exercise of rights granted or reserved in this Agreement under confidentiality provisions no less restrictive than those in this Agreement, provided, that Confidential Information may be disclosed by a Receiving Party (including the rights to a governmental entity commercialize Products and to grant licenses and sublicenses hereunder); or agency without requiring such entity or agency to enter into a confidentiality agreement; (ii) to the extent such disclosure is reasonably necessary to file in filing or prosecute prosecuting patent, copyright and trademark applications (subject to Section 11.4 below)applications, prosecuting or defending litigation, complying with applicable governmental regulations, obtaining Approvalsregulatory approval, conducting Prepre-Clinical Studies clinical activities or Clinical StudiesTrials, marketing the ProductProducts, or as otherwise required by applicable law, regulation, rule or legal process (including the rules of the SEC and any stock exchange); provided, however, that if a Receiving Party or any of its Affiliates is required by law or regulation to make any such disclosure of a Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosures, for example in the event of medical emergency, give reasonable advance notice to the Disclosing Party of such disclosure requirement and and, except to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; or (iii) in communication with actual or potential lenders, investors, merger partners, acquirers, consultants, advisors or professional advisors others on a need-to-need to know basis, in each case under appropriate confidentiality provisions no less restrictive than substantially equivalent to those of this Agreement; or (iv) to the extent such disclosure is required to comply with existing expressly stated contractual obligations owed to such Party’s or its Affiliates’ licensor with respect to any intellectual property licensed to the other Party under this Agreement; or (v) as mutually agreed to in writing by the Parties; provided, however, that, in each of the above situations, the Receiving Party shall remain responsible for any failure by any Person who receives the Confidential Information pursuant to this Section 9.2 to treat such Confidential Information as required under this Article 9.

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, a Receiving Party or its Affiliates may use and disclose to Third Parties Confidential Information of the Disclosing Party as follows: (i) solely in connection with the performance of its obligations or exercise of rights granted or reserved in this Agreement under confidentiality provisions no less restrictive than those in this Agreement, provided, that Confidential Information may be disclosed by a Receiving Party to a governmental entity or agency without requiring such entity or agency to enter into a confidentiality agreement; (ii) to the extent reasonably necessary to file or prosecute patent, copyright and trademark applications (subject to Section 11.4 below), complying with applicable governmental regulations, obtaining Approvals, conducting Pre-Clinical Studies or Clinical Studies, marketing the Product, or as otherwise required by applicable law, regulation, rule or legal process (including the rules of the SEC and any stock exchange); provided, however, that if a Receiving Party or any of its Affiliates is required by law or regulation to make any such disclosure of a Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosures, give reasonable advance notice to the Disclosing Party of such disclosure requirement and will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; (iii) in communication with actual or potential lenders, investors, merger partners, acquirers, Sublicensees, consultants, or professional advisors on a need-to-know basis, in each case under confidentiality provisions no less restrictive than those of this Agreement; (iv) to the extent such disclosure is required to comply with existing expressly stated contractual obligations owed to such Party’s or its Affiliates’ licensor with respect to any intellectual property licensed to the other Party under this Agreement; (v) subject to the terms of any protective order the Disclosing Party is using to protect its own Confidential Information, to prosecute or defend litigation as permitted by this Agreement, or (vvi) as mutually agreed to in writing by the Parties.

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, a the Receiving Party or its Affiliates may use and disclose to Third Parties Confidential Information of the Disclosing Party as follows: (i) solely under appropriate confidentiality provisions substantially equivalent to those in this Agreement, in connection with the performance of its obligations or exercise of rights granted or reserved in this Agreement under confidentiality provisions no less restrictive than those in this Agreement, provided, that Confidential Information may be disclosed by a Receiving Party to a governmental entity or agency without requiring such entity or agency to enter into a confidentiality agreement(including the right grant licenses and sublicenses hereunder); (ii) to the extent such disclosure is reasonably necessary to file in filing or prosecute patentprosecuting Patent, copyright and trademark applications (subject applications, complying with the terms of agreements with third parties in existence as of the Effective Date or thereafter pursuant to Section 11.4 below)which the Receiving Party first obtains rights to Patents licensed hereunder, prosecuting or defending litigation, complying with applicable governmental regulations, obtaining Approvals, conducting Pre-Clinical Studies or Clinical Studiesregulatory approvals, marketing the Productproducts, or as otherwise required by applicable law, regulation, rule or legal process (including the rules of the SEC and any stock exchange); provided, however, that if a Receiving Party or any of its Affiliates is required by law or regulation to make any such disclosure of a Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosuresexigent disclosures (for example, in the event of medical emergency), give reasonable advance notice to the Disclosing Party of such disclosure requirement and and, except to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; (iii) in communication with actual or existing and potential lenders, investors, merger partners, acquirers, consultants, advisors (including attorneys and accountants) or professional advisors others on a need-to-need to know basis, in each case under appropriate confidentiality provisions no less restrictive than substantially equivalent to those of this Agreement; or (iv) to the extent such disclosure is required to comply with existing expressly stated contractual obligations owed to such Party’s or its Affiliates’ licensor with respect to any intellectual property licensed to the other Party under this Agreement; or (v) as mutually agreed to in writing by the Parties.

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, a Receiving Party or its Affiliates may use and disclose to Third Parties Confidential Information of the Disclosing Party as follows: (i) solely in connection with the performance of its obligations or exercise of rights granted or reserved in this Agreement under confidentiality provisions no less restrictive than those in this Agreement, provided, that Confidential Information may be disclosed by a Receiving Party to a governmental entity or agency without requiring such entity or agency to enter into a confidentiality agreement; and (ii) to the extent reasonably necessary to file or prosecute patent, copyright and trademark applications (subject to Section 11.4 12.4 below), complying with applicable governmental regulations, obtaining Approvals, conducting Pre-Clinical Studies or Clinical Studies, marketing the Product, or as otherwise required by applicable law, regulation, rule or legal process (including the rules of the SEC and any stock exchange); provided, however, that if a Receiving Party or any of its Affiliates is required by law or regulation to make any such disclosure of a Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosures, give reasonable advance notice to the Disclosing Party of such disclosure requirement and will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; (iii) on a need-to-know basis, in communication with actual or potential lenders, investors, merger partners, acquirers, consultants, or professional advisors on a need-to-know basisadvisors, in each case under confidentiality provisions no less restrictive than those of this Agreement; (iv) to the extent such disclosure is required to comply with existing expressly stated contractual obligations owed to such Party’s or its Affiliates’ licensor with respect to any intellectual property licensed to the other Party under this Agreement; or (v) as mutually agreed to in writing by the Parties.

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, a Receiving Party or its Affiliates may use and disclose to Third Parties Confidential Information of the Disclosing Party as follows: (i) solely in connection with the performance of its obligations or exercise of rights granted or reserved in this Agreement under confidentiality provisions no less restrictive than those in this Agreement, provided, provided that Confidential Information may be disclosed by a Receiving Party to a governmental entity or agency without requiring such entity or agency to enter into a confidentiality agreement; (ii) to the extent reasonably necessary to file or prosecute patent, copyright and trademark applications (subject to Section 11.4 below), complying with applicable governmental regulations, obtaining Approvals, conducting Pre-Clinical Studies or Clinical Studies, marketing the Product, or as otherwise required by applicable lawApplicable Law, regulation, rule or legal process (including the rules of the SEC and any stock exchange); provided, however, that if a Receiving Party or any of its Affiliates is required by law or regulation to make any such disclosure of a Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosures, give reasonable advance notice to the Disclosing Party of such disclosure requirement and will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; (iii) in communication with actual or potential lenders, investors, merger partners, acquirers, consultants, or professional advisors on a need-to-know basis, in each case under confidentiality provisions no less restrictive than those of this Agreement; (iv) to the extent such disclosure is required to comply with existing expressly stated contractual obligations owed to such Party’s or its Affiliates’ licensor with respect to any intellectual property licensed to the other Party under this Agreement; or (v) as mutually agreed to in writing by the Parties.

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, a Receiving Party or its Affiliates may use and disclose to Third Parties Confidential Information of the Disclosing Party as follows: (ia) solely under appropriate confidentiality provisions similar to those in this Agreement, in connection with the performance of its obligations or exercise of rights granted or reserved in this Agreement under confidentiality provisions no less restrictive than those in this Agreement, provided, that Confidential Information may be disclosed by a Receiving Party (including the rights to a governmental entity Develop and Commercialize Licensed Products and to grant licenses and sublicenses hereunder); or agency without requiring such entity or agency to enter into a confidentiality agreement; (iib) to the extent such disclosure is reasonably necessary to file in filing or prosecute prosecuting patent, copyright and trademark applications (subject to Section 11.4 below)applications, prosecuting or defending litigation, complying with applicable governmental regulations, seeking and obtaining ApprovalsRegulatory Approval, conducting Prenon-Clinical Studies clinical activities or Clinical Studiesclinical trials, marketing the Productpreparing and submitting INDs to Regulatory Authorities, or as is otherwise required by applicable lawLaw, regulation, rule or legal process (including the rules of the SEC and any a recognized stock exchange)exchange or automated quotation system applicable to such Party; provided, however, that if a Receiving Party or any of its Affiliates is required by law or regulation Law to make any such disclosure of a Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosuresimpracticable, give reasonable advance notice to the Disclosing Party of such disclosure requirement and will use its reasonable efforts and, if requested by the Disclosing Party, cooperate with the Disclosing Party to secure confidential treatment of such Confidential Information required to be disclosed; or (iiic) in communication with actual existing or potential lenders, prospective investors, merger partners, acquirers, consultants, advisors, licensees, or professional advisors collaborators or others on a need-to-need to know basis, in each case under appropriate confidentiality provisions no less restrictive than substantially equivalent to those of this Agreement; or (ivd) to the extent such disclosure is required to comply with existing expressly stated contractual obligations owed to such Party’s or its Affiliates’ licensor with respect to any intellectual property licensed to the other Party under this Agreement; or (v) as mutually agreed to in writing by the Parties.

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, a Receiving each Party or its Affiliates may use and disclose to Third Parties Confidential Information of the Disclosing other Party solely as follows: (i) solely under appropriate confidentiality provisions substantially equivalent to those in this Agreement: (a) in connection with the performance of its obligations or as reasonably necessary or useful in the exercise of its rights granted or reserved in this Agreement under confidentiality provisions no less restrictive than those in this Agreement, providedand (b) to the extent such disclosure is reasonably necessary or useful in conducting Development, that Confidential Information may be disclosed by a Receiving Party to a governmental entity Manufacture, Commercialization or agency without requiring such entity or agency to enter into a confidentiality agreementMedical Affairs Activities under this Agreement; (ii) to the extent such disclosure is to a Governmental Amgen Ref. No. 2017747574 Page 42 Note: Redacted portions have been marked with [*]. The redacted portions are subject to a request for confidential treatment that has been filed with the Securities and Exchange Commission. Authority as reasonably necessary to file in filing or prosecute prosecuting patent, copyright Copyright and trademark applications (subject to Section 11.4 below)in accordance with this Agreement, prosecuting or defending litigation in accordance with this Agreement, complying with applicable governmental regulationsregulations with respect to performance under this Agreement, filing Regulatory Filings, obtaining Approvals, conducting PreRegulatory Approval or fulfilling post-Clinical Studies or Clinical Studies, marketing approval regulatory obligations for the Product, or as otherwise required by applicable law, regulation, rule or legal process (including the rules of the SEC and any stock exchange)Law; provided, however, that if a Receiving Party or any of its Affiliates is required by law Law or regulation the rules of any securities exchange or automated quotation system to make any such disclosure of a Disclosing the other Party’s Confidential Information it willshall, except where impracticable for necessary disclosuresdisclosures (for example, in the event of medical emergency), give reasonable advance notice to the Disclosing other Party of such disclosure requirement and will and, in the case of each of the foregoing, shall use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; (iii) in communication with actual or potential lenders, investors, merger partners, acquirers, consultants, or professional to advisors (including lawyers and accountants) on a need-to-need to know basis, in each case under appropriate confidentiality provisions no less restrictive than or professional standards of confidentiality substantially equivalent to those of this Agreement; or (iv) to the extent such disclosure mutually agreed to by the Parties. For purposes of clarity, in each case ((i) through (iv)), Novartis shall ensure that manufacturing technology related Confidential Information is required to comply not shared with existing expressly stated contractual obligations owed to such Party’s any of its or its Affiliates’ licensor with respect to any intellectual property licensed to personnel (whether employees, consultants, Third Party contractors or otherwise and whether or not located within the other Party under this Agreement; or United States): (vi) as mutually agreed to in writing by the Parties[*] and (ii) [*].

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, a Receiving Party or its Affiliates may use and disclose to Third Parties Confidential Information of the Disclosing Party as follows: (i) solely in connection with the performance of its obligations or exercise of rights granted or reserved in this Agreement under confidentiality provisions no less restrictive than those in this Agreement, provided, that Confidential Information may be disclosed by a Receiving Party to a governmental entity or agency without requiring such entity or agency to enter into a confidentiality agreement; (ii) to the extent reasonably necessary to file or prosecute patent, copyright and trademark applications (subject to Section 11.4 13.4 below), complying with applicable governmental regulations, obtaining Approvals, conducting Pre-Clinical Studies or Clinical Studies, marketing the Product, or as otherwise required by applicable law, regulation, rule or legal process (including the rules of the SEC and any stock exchange); provided, however, that if a Receiving Party or any of its Affiliates is required by law or regulation to make any such disclosure of a Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosures, give reasonable advance notice to the Disclosing Party of such disclosure requirement and will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; (iii) in communication with actual or potential lenders, investors, merger partners, acquirers, consultants, or professional advisors on a need-to-know basis, in each case under confidentiality provisions no less restrictive than those of this Agreement; (iv) to the extent such disclosure is required to comply with existing expressly stated contractual obligations owed to such Party’s or its Affiliates’ licensor with respect to any intellectual property licensed to the other Party under this Agreement; (v) subject to the terms of any protective order the Disclosing Party is using to protect its own Confidential Information, to prosecute or defend litigation as permitted by this Agreement, or (vvi) as mutually agreed to in writing by the Parties.

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, a Receiving Party or its Affiliates may use and disclose to Third Parties Confidential Information of the Disclosing Party as follows: (i) solely to the Receiving Party’s Affiliates, potential and actual sublicensees, employees, officers, directors, agents, consultants, and/or other Third Parties under appropriate confidentiality provisions no less stringent than those in this Agreement, in connection with the performance of its obligations or exercise of its rights granted or reserved in this Agreement under confidentiality provisions no less restrictive than those in this Agreement, provided, that Confidential Information may be disclosed by a Receiving Party to a governmental entity ; or agency without requiring such entity or agency to enter into a confidentiality agreement; (ii) to the extent such disclosure is reasonably necessary to file in filing or prosecute prosecuting patent, copyright and trademark applications (subject to Section 11.4 below)applications, prosecuting or defending litigation, complying with applicable governmental regulations, obtaining Approvalsregulatory approval, conducting Prepre-Clinical Studies clinical activities or Clinical Studiesclinical trials, marketing the ProductLicensed Products, or as otherwise required by applicable law, regulation, rule or legal process (including the rules of the SEC and any stock exchange); provided, however, that if a Receiving Party or any of its Affiliates is required by law or regulation to make any such disclosure of a Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosures, for example in the event of medical emergency, give reasonable advance notice to the Disclosing Party of such disclosure requirement and and, except to the extent inappropriate in the case of Patents, will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; or (iii) in communication with to potential or actual acquirers, merger candidates or potential lendersinvestors or venture capital firms, investment bankers or other financial institutions or investors, merger partnersprovided that in connection with such disclosure, acquirers, consultants, such Receiving Party shall inform each disclosee of the confidential nature of such Confidential Information and cause each disclosee to treat such Confidential information as confidential; or professional advisors on a need-to-know basis, in each case under confidentiality provisions no less restrictive than those of this Agreement; (iv) to the extent such disclosure is required to comply with existing expressly stated contractual obligations owed to such Party’s or its Affiliates’ licensor with respect to any intellectual property licensed to the other Party under this Agreement; or (v) as mutually agreed to in writing by the Parties; provided, however, that, in each of the above situations, the Receiving Party shall remain responsible for any failure by any Person who receives the Confidential Information pursuant to this Section 9.2 to treat such Confidential Information as required under this Article 9.

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, a Receiving each Party or its Affiliates may use and disclose to Third Parties Confidential Information of the Disclosing other Party solely as follows: (i) solely under appropriate confidentiality provisions substantially equivalent to those in this Agreement: (a) in connection with the performance of its obligations or as reasonably necessary or useful in the exercise of its rights granted or reserved in this Agreement under confidentiality provisions no less restrictive than those in this Agreement, providedand (b) to the extent such disclosure is reasonably necessary or useful in conducting Development, that Confidential Information may be disclosed by a Receiving Party to a governmental entity Manufacture, Commercialization or agency without requiring such entity or agency to enter into a confidentiality agreementMedical Affairs Activities under this Agreement; (ii) to the extent such disclosure is to a Governmental Amgen Ref. No. 2017747574 Page 42 Note: Redacted portions have been marked with [*]. The redacted portions are subject to a request for confidential treatment that has been filed with the Securities and Exchange Commission. Authority as reasonably necessary to file in filing or prosecute prosecuting patent, copyright Copyright and trademark applications (subject to Section 11.4 below)in accordance with this Agreement, prosecuting or defending litigation in accordance with this Agreement, complying with applicable governmental regulationsregulations with respect to performance under this Agreement, filing Regulatory Filings, obtaining Approvals, conducting PreRegulatory Approval or fulfilling post-Clinical Studies or Clinical Studies, marketing approval regulatory obligations for the Product, or as otherwise required by applicable law, regulation, rule or legal process (including the rules of the SEC and any stock exchange)Law; provided, however, that if a Receiving Party or any of its Affiliates is required by law Law or regulation the rules of any securities exchange or automated quotation system to make any such disclosure of a Disclosing the other Party’s Confidential Information it willshall, except where impracticable for necessary disclosuresdisclosures (for example, in the event of medical emergency), give reasonable advance notice to the Disclosing other Party of such disclosure requirement and will and, in the case of each of the foregoing, shall use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; (iii) in communication with actual or potential lenders, investors, merger partners, acquirers, consultants, or professional to advisors (including lawyers and accountants) on a need-to-need to know basis, in each case under appropriate confidentiality provisions no less restrictive than or professional standards of confidentiality substantially equivalent to those of this Agreement; or (iv) to the extent such disclosure mutually agreed to by the Parties. For purposes of clarity, in each case ((i) through (iv)), Novartis shall ensure that manufacturing technology related Confidential Information is required to comply not shared with existing expressly stated contractual obligations owed to such Party’s any of its or its Affiliates’ licensor with respect to any intellectual property licensed to personnel (whether employees, consultants, Third Party contractors or otherwise and whether or not located within the other Party under this Agreement; or United States): (vi) as mutually agreed to in writing by the Parties.[*] and (ii) [*]. 10.3

Authorized Disclosure. Except as expressly provided otherwise in this AgreementNotwithstanding the provisions of Section 8.1 above and subject to Sections 8.3 and 8.5 below, a Receiving each Party or its Affiliates may use and disclose to Third Parties the other Party's Confidential Information of the Disclosing Party as follows: (ia) solely in connection with the performance of its under appropriate confidentiality obligations or exercise of rights granted or reserved in this Agreement under confidentiality provisions no less restrictive than substantially equivalent to those in this Agreement, providedto its Affiliates, that Confidential Information may be disclosed licensees, permitted Sublicensees, contractors and any other Third Parties to the extent such use and/or disclosure is necessary or reasonably useful to perform its obligations or to exercise the rights granted to it, or reserved by a Receiving Party it, under this Agreement (including to a governmental entity grant licenses or agency without requiring such entity permitted sublicenses hereunder); or agency to enter into a confidentiality agreement; (iib) to the extent such disclosure is reasonably necessary to file in filing or prosecute patentprosecuting intellectual property applications, copyright and trademark applications (subject to Section 11.4 below)prosecuting or defending litigation, complying with applicable Applicable Laws or governmental regulations, obtaining ApprovalsRegulatory Approval, conducting Pre-Clinical Studies or Clinical Studies, marketing the clinical trials hereunder with respect to a Licensed Product, or as otherwise required by applicable law, regulation, rule submitting information to tax or legal process (including the rules of the SEC and any stock exchange); provided, however, that if other Governmental Authorities. If a Receiving Party or any of its Affiliates is required by law or regulation regulations (including securities laws, regulations or guidances) to make any such disclosure of a Disclosing the other Party’s 's Confidential Information Information, to the extent it willmay legally do so, except where impracticable for necessary disclosures, it will give reasonable advance notice to the Disclosing other Party of such disclosure requirement and and, save to the extent inappropriate in the case of patent applications or otherwise, will use its reasonable good faith efforts to secure confidential treatment of such Confidential Information required prior to be disclosed; its disclosure (iii) in communication with actual whether through protective orders or potential lenders, investors, merger partners, acquirers, consultants, or professional advisors on a need-to-know basis, in each case under confidentiality provisions no less restrictive than those otherwise). For any other disclosures of this Agreement; (iv) to the extent such disclosure is required to comply with existing expressly stated contractual obligations owed to such Party’s or its Affiliates’ licensor with respect to any intellectual property licensed to the other Party's Confidential Information, including to Affiliates, licensees, permitted Sublicensees, contractors and other Third Parties, a Party under shall ensure that the recipient thereof is bound by a written confidentiality agreement as materially protective of such Confidential Information as this Agreement; or (v) as mutually agreed to in writing by the PartiesARTICLE 8.

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, a Receiving Party or its Affiliates may use and disclose to Third Parties Confidential Information of the Disclosing Party as follows: (i) with respect to any such disclosure of Confidential Information, under confidentiality provisions no less restrictive than those in this Agreement, and solely in connection with the performance of its obligations or exercise of rights granted or reserved in this Agreement (including, without limitation, the rights to Develop and Commercialize Option Compounds and/or Option Products under confidentiality provisions no less restrictive than those in this AgreementSection 3.3, and to grant licenses and sublicenses hereunder), provided, that Confidential Information may be disclosed by a Receiving Party to a governmental entity or agency without requiring such entity or agency to enter into a confidentiality agreementagreement with such Receiving Party if such Receiving Party has used reasonable efforts to impose such requirement without success and disclosure to such governmental entity or agency is necessary for the performance of the Receiving Party’s obligations hereunder; (ii) to the extent such disclosure is reasonably necessary to file in filing or prosecute prosecuting patent, copyright and trademark applications (subject to Section 11.4 below)applications, complying with applicable governmental regulations, obtaining Approvals, conducting Pre-Clinical Studies or Clinical Studiesclinical trials, marketing the ProductOption Products, or as otherwise required by applicable law, regulation, rule or legal process (including the rules of the SEC and any stock exchange); provided, however, that if a Receiving Party or any of its Affiliates is required by law or regulation to make any such disclosure of a Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosures, for example, but without limitation, in the event of a medical emergency, give reasonable advance notice to the Disclosing Party of such disclosure requirement and will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; (iii) in communication with actual or potential lenders, arm’s length financial investors, merger partners, acquirers, consultants, or professional advisors on a need-to-know basis, in each case under confidentiality provisions no less restrictive than those of this Agreement; (iv) to the extent and only to the extent that such disclosure is required to comply with existing expressly stated contractual obligations owed to such Party’s or its Affiliates’ licensor with respect to any intellectual property licensed to the other Party under this Agreement; or (v) to prosecute or defend litigation as permitted by this Agreement or (vi) to the extent mutually agreed to in writing by the Parties.

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, a Receiving Party or its Affiliates may use and disclose to Third Parties Confidential Information of the Disclosing Party as follows: (ia) solely under appropriate confidentiality provisions similar to those in this Agreement, in connection with the performance of its obligations or exercise of rights granted or reserved in this Agreement under confidentiality provisions no less restrictive than those in this Agreement, provided, that Confidential Information may be disclosed by a Receiving Party (including the rights to a governmental entity Develop and Commercialize Licensed Products and to grant sublicenses as permitted hereunder); or agency without requiring such entity or agency to enter into a confidentiality agreement; (iib) to the extent such disclosure is reasonably necessary to file in filing or prosecute prosecuting patent, copyright and trademark applications (subject to Section 11.4 below)applications, prosecuting or defending litigation, complying with applicable governmental regulations, seeking and obtaining ApprovalsRegulatory Approval, conducting Prenon-Clinical Studies clinical activities or Clinical Studiesclinical trials, marketing the Productpreparing and submitting INDs to Regulatory Authorities, or as is otherwise required by applicable law, regulation, rule Law or legal process (including the rules of the SEC and any a recognized stock exchange)exchange or automated quotation system applicable to such Party; provided, however, that if a Receiving Party or any of its Affiliates is required by law or regulation Law to make any such disclosure of a Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosuresimpracticable, give reasonable advance notice to the Disclosing Party of such disclosure requirement and will use its reasonable efforts and, if requested by the Disclosing Party, cooperate with the Disclosing Party to secure confidential treatment of such Confidential Information required to be disclosed; or (iiic) in communication with actual existing or potential lenders, prospective investors, merger partners, acquirers, consultants, advisors, licensees or professional advisors collaborators or others on a need-to-need to know basis, in each case under appropriate confidentiality provisions no less restrictive than substantially equivalent to those of this Agreement; or (ivd) to the extent such disclosure is required to comply with existing expressly stated contractual obligations owed to such Party’s or its Affiliates’ licensor with respect to any intellectual property licensed to the other Party under this Agreement; or (v) as mutually agreed to in writing by the Parties.

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, a Receiving Party or its Affiliates may use and disclose to Third Parties Confidential Information of the Disclosing Party as follows: (ia) solely under appropriate confidentiality provisions similar to those in this Agreement, in connection with the performance of its obligations or exercise of rights granted or reserved in this Agreement under confidentiality provisions no less restrictive than those in this Agreement, provided, that Confidential Information may be disclosed by a Receiving Party (including the rights to a governmental entity Develop and Commercialize Licensed Products and to grant licenses and sublicenses hereunder); or agency without requiring such entity or agency to enter into a confidentiality agreement; (iib) to the extent such disclosure is reasonably necessary to file in filing or prosecute prosecuting patent, copyright and trademark applications (subject to Section 11.4 below)applications, prosecuting or defending litigation, complying with applicable governmental regulations, seeking and obtaining ApprovalsRegulatory Approval, conducting Prenon-Clinical Studies clinical activities or Clinical Studiesclinical trials, marketing the Productpreparing and submitting INDs or other filings to Regulatory Authorities, responding to inquiries from a Governmental Authority, or as is otherwise required by applicable lawLaw, regulation, rule or legal process (including the rules of the SEC and any a recognized stock exchange)exchange or automated quotation system applicable to such Party; provided, however, that if a Receiving Party desires to respond to an inquiry from a Governmental Authority or any of its Affiliates is required by law or regulation Law to make any such disclosure of a Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosuresimpracticable, give reasonable advance notice to the Disclosing Party of such disclosure requirement and will use its reasonable efforts and, if requested by the Disclosing Party, cooperate with the Disclosing Party to secure confidential treatment of such Confidential Information required to be disclosed; or (iiic) in communication with actual existing or potential lenders, prospective investors, merger partners, acquirers, consultants, advisors, licensors, licensees, or professional advisors collaborators or others on a need-to-need to know basis, in each case under appropriate confidentiality provisions no less restrictive than substantially equivalent to those of this Agreement; or (ivd) to the extent such disclosure is required to comply with existing expressly stated contractual obligations owed to such Party’s or its Affiliates’ licensor with respect to any intellectual property licensed to the other Party under this Agreement; or (v) as mutually agreed to in writing by the Parties.

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, a Receiving each Party or its Affiliates may use and disclose to Third Parties Confidential Information of the Disclosing other Party solely as follows: (i) solely under appropriate confidentiality provisions substantially equivalent to those in this Agreement: (a) in connection with the performance of its obligations or as reasonably necessary or useful in the exercise of its rights granted or reserved in this Agreement under confidentiality provisions no less restrictive than those in this Agreement, providedincluding the right to grant licenses or sublicenses as permitted hereunder, that Confidential Information may be disclosed by a Receiving Party and (b) to a governmental entity the extent such disclosure is reasonably necessary or agency without requiring such entity or agency to enter into a confidentiality agreementuseful in conducting development under this Agreement; (ii) to the extent such disclosure is to a Governmental Authority as reasonably necessary to file in filing or prosecute prosecuting patent, copyright and trademark applications (subject in accordance with this Agreement, prosecuting or defending litigation related to Section 11.4 below)this Agreement, complying with applicable governmental regulationsregulations with respect to performance under this Agreement, filing Regulatory Filings, obtaining Approvals, conducting PreRegulatory Approval or fulfilling post-Clinical Studies or Clinical Studies, marketing the Productapproval regulatory obligations for Dmab, or as otherwise required by applicable lawLaw, regulation, rule or legal process (including the rules of the SEC and any stock exchange); provided, however, that if a Receiving Party or any of its Affiliates is required by law Law or regulation the rules of any securities exchange or automated quotation system to make any such disclosure of a Disclosing the other Party’s Confidential Information it willshall, except where impracticable for necessary disclosuresdisclosures (for example, in the event of medical emergency), give reasonable advance notice to the Disclosing other Party of such disclosure requirement and will and, in the case of each of the foregoing, shall use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; (iii) in communication with actual or potential lenders, investors, merger partners, acquirers, consultants, or professional to advisors (including lawyers and accountants) on a need-to-need to know basis, in each case under appropriate confidentiality provisions no less restrictive than or professional standards of confidentiality substantially equivalent to those of this Agreement; or (iv) to the extent such disclosure is required to comply with existing expressly stated contractual obligations owed to such Party’s or its Affiliates’ licensor with respect to any intellectual property licensed to the other Party under this Agreement; or (v) as mutually agreed to in writing by the Parties.

Authorized Disclosure. Except as expressly provided otherwise in this AgreementUpon notification to the other party, a Receiving Party or its Affiliates each party may use and disclose to Third Parties the other's Confidential Information of the Disclosing Party as follows: (i) solely in connection with the performance of its obligations or exercise of rights granted or reserved in this Agreement under confidentiality provisions no less restrictive than those in this Agreement, provided, that Confidential Information may be disclosed by a Receiving Party to a governmental entity or agency without requiring such entity or agency to enter into a confidentiality agreement; (ii) to the extent such disclosure is reasonably necessary to file in filing or prosecute patentprosecuting patent applications, copyright prosecuting or defending litigation, and trademark applications (subject to Section 11.4 below), complying with applicable governmental regulations, obtaining Approvalsincluding clinical studies, conducting Pre-Clinical Studies or Clinical Studies, marketing the Product, or and as otherwise required by applicable lawagreement with university collaborators. Prior to any such disclosure, regulation, rule or legal process (including the rules of the SEC and any stock exchange); provided, however, that if a Receiving Party or any of its Affiliates party is required by law or regulation or agreement to make any such disclosure of a Disclosing Party’s the other party's Confidential Information Information, it will, except where impracticable impractical for necessary disclosuresdisclosures (e.g., in the event of medical emergency), give reasonable advance notice to the Disclosing Party THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. other party of such disclosure requirement requirement, redact all material and information that may reasonably and permissibly be redacted, and as reasonably requested by the other party, and, except to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; (iii) in communication with actual or potential lenders, investorsno less stringent than the obligations of confidentiality and limited use imposed hereunder. In addition, merger partnerseach party may disclose the other's Confidential Information to its employees, acquirers, consultants, or professional consultants and advisors on a need-to-know basis, in each case under provided any such employees, consultants and advisors are subject to agreements of confidentiality provisions no less restrictive stringent than those the obligations of this Agreement; (iv) to the extent such disclosure is required to comply with existing expressly stated contractual obligations owed to such Party’s or its Affiliates’ licensor with respect to any intellectual property licensed to the other Party under this Agreement; or (v) as mutually agreed to in writing by the Partiesconfidentiality and limited used imposed hereunder.

Authorized Disclosure. Except as expressly provided otherwise Notwithstanding the obligations set forth in this AgreementArticle12.1, a Receiving Party or its Affiliates may use and disclose to Third Parties the other Party’s Confidential Information and the terms of this Agreement to the Disclosing Party as followsextent: such disclosure is reasonably necessary (i) solely in connection with for the performance of its obligations filing or exercise of prosecuting Patent rights granted or reserved in this Agreement under confidentiality provisions no less restrictive than those in as contemplated by this Agreement, provided, that Confidential Information may be disclosed by a Receiving Party to a governmental entity or agency without requiring such entity or agency to enter into a confidentiality agreement; (ii) to comply with the extent requirements of Regulatory Authorities or Applicable Laws with respect to obtaining and maintaining Regulatory Approval of the Products; or (iii) for the prosecuting or defending litigation as contemplated by this Agreement or the Supply Agreement; such disclosure is reasonably necessary to file or prosecute patentits Affiliates, copyright and trademark applications (subject to Section 11.4 below)employees, complying with applicable governmental regulations, obtaining Approvals, conducting Pre-Clinical Studies or Clinical Studies, marketing the Product, or as otherwise required by applicable law, regulation, rule or legal process (including the rules of the SEC and any stock exchange); provided, however, that if a Receiving Party or any of its Affiliates is required by law or regulation to make any such disclosure of a Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosures, give reasonable advance notice to the Disclosing Party of such disclosure requirement and will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; (iii) in communication with actual or potential lenders, investors, merger partners, acquirersagents, consultants, contractors, and actual and potential licensees or professional advisors sublicensees (but, in the case of Licensee, subject to Article 12.6) on a need-to-know basisbasis for the purpose of performing its obligations or exercising its rights under this Agreement or the Supply Agreement including, in each case under confidentiality provisions no less restrictive than those with respect to Licensor, for the purpose of Development, manufacture, Commercialization or other exploitation of the Products outside the Territory during the Term and worldwide after termination of this Agreement; provided that in each case, the disclosees are bound by written obligations of confidentiality and non-use consistent with those contained in this Agreement; such disclosure is reasonably necessary to any bona fide potential or actual investor, acquiror, merger partner, or other financial or commercial partner for the sole purpose of evaluating or carrying out an actual or potential investment, acquisition or other business relationship; provided that in connection with such disclosure, such Party shall inform each disclosee of the confidential nature of such Confidential Information and require each disclosee to treat such Confidential Information as confidential; or such disclosure is reasonably necessary to comply with Applicable Laws, including regulations promulgated by applicable security exchanges, court order, administrative subpoena or order. Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Article12.2 (iva) or 12.2 (d), such Party shall promptly notify the other Party of such required disclosure and shall use reasonable efforts to obtain, or to assist the other Party in obtaining, a protective order preventing or limiting the required disclosure. Notwithstanding the foregoing, Licensee agrees that the full disclosure of the existence and terms of this Agreement may be made at any time and for any reason to whomsoever the Licensor determines has a legitimate need to know such terms including, without limitation, the Government of China and the Government of Germany. CMC Data Limitation. Without limitation of any of the foregoing or the protections for CMC Data, Licensee shall adopt and implement reasonable procedures to limit the dissemination of Sensitive Information, including appropriate firewall procedures to prevent the disclosure of and use of Sensitive Information beyond the Limited Licensee Regulatory Team members who are required to receive such information in order to prepare, submit, obtain or maintain a Regulatory Approval for the Product in the Field in the Territory or if access to CMC Data is otherwise necessary for regulatory or quality reasons to sell the Product in the Field in the Territory, segregating all Sensitive Information from its own information or materials or that of others (including Affiliates) in order to prevent commingling and securing all tangible embodiments of such Sensitive Information in a safe, locked file, or other suitable locked container, or on a secure, password-protected computer or in a locked room with restricted access when such items are not in use; not copying or otherwise duplicating any embodiments of the Sensitive Information, except as necessary to prepare, submit, obtain or maintain a Regulatory Approval for the Product in the Territory or if the copy or duplication of the CMC Data is otherwise necessary for regulatory or quality reasons to sell the Product in the Field in the Territory (provided that any such copies or duplications of such Sensitive Information shall be marked “confidential,” “proprietary,” or the like), and notifying Licensor immediately, and cooperating with Licensor as Licensor may reasonably request, upon any discovery of any loss or compromise of Sensitive Information. Notwithstanding the foregoing, to the extent such disclosure any Sensitive Information is required to comply with existing expressly stated contractual obligations owed to such Party’s or its Affiliates’ licensor with respect to any intellectual property licensed subject to the other Party under exceptions set forth in Article12.2, such Sensitive Information shall not be subject to this Agreement; or (v) as mutually agreed to in writing by the PartiesArticle12.3.

Authorized Disclosure. Except as expressly provided otherwise Notwithstanding any of the foregoing in this AgreementSection 7, a (a) the Receiving Party or its Affiliates may use and disclose to Third Parties Confidential Information of the Disclosing Party as follows: (i) solely in connection with the performance of its obligations or exercise of rights granted or reserved in this Agreement under confidentiality provisions no less restrictive than those in this Agreement, provided, that Confidential Information may be disclosed by a Receiving Party to a governmental entity or agency without requiring such entity or agency to enter into a confidentiality agreement; (ii) to the extent reasonably necessary to file or prosecute patent, copyright and trademark applications (subject to Section 11.4 below), complying with applicable governmental regulations, obtaining Approvals, conducting Pre-Clinical Studies or Clinical Studies, marketing the Product, or as otherwise required by applicable law, regulation, rule or legal process (including the rules of the SEC and any stock exchange); provided, however, that if a Receiving Party or any of its Affiliates such disclosure is required by law or regulation regulation, or pursuant to make any a valid order of a court or other governmental body having jurisdiction, provided that the Receiving Party provides the Disclosing Party with reasonable prior written notice of such disclosure of a to the extent legal and practicable and reasonable assistance in the Disclosing Party’s efforts to obtain a protective order or confidential treatment preventing or limiting the disclosure and/or requiring that the Confidential Information it willso disclosed be used only for the purposes for which the law or regulation required, except where impracticable or for necessary disclosures, give reasonable advance notice which the order was issued; and (b) the Receiving Party may disclose Confidential Information to cognizant law enforcement officials if and to the Disclosing extent that the Receiving Party of reasonably believes that such disclosure requirement and will use its reasonable efforts is needed to secure confidential treatment report to such officials unlawful activity involving the Disclosing Party. Notwithstanding anything in this Section 7, either Party may disclose terms of such Confidential Information required this Agreement, without the consent of the other Party, to be disclosed; (iii) in communication with actual existing or potential lenders, prospective investors, merger partners, acquirers, consultantspartners, or collaborators, licensees, contractors, and to such Party’s accountants, attorneys and other professional advisors advisors; in each case on a need-to-know basis, in each case under basis and subject to customary confidentiality provisions no less restrictive than those of this Agreement; (iv) to the extent such disclosure is required to comply with existing expressly stated contractual obligations owed to such Party’s or its Affiliates’ licensor with respect to any intellectual property licensed to the other Party under this Agreement; or (v) as mutually agreed to in writing by the Parties.restrictions. ACTIVE/119122939.7

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, a Receiving Each Party or its Affiliates may use and disclose to Third Parties Confidential Information of belonging to the Disclosing other Party as follows(solely or jointly) to the extent such disclosure is reasonably necessary for: (ia) the filing or prosecuting of any Patents in connection with this Agreement and in accordance with Section 8.2; (b) submissions, filings or applications and other filings with any Governmental Authorities (including Regulatory Authorities), including filings with the SEC or FDA, with respect to the Product or such Party; (c) prosecuting or defending litigation; (d) complying with Applicable Law, including regulations promulgated by securities exchanges; (e) disclosure to its Affiliates, employees, board members, agents, advisors, licensees, sublicensees and subcontractors, Approved CROs, Approved Vendors and other Third Party contractors engaged by either Party and Sites and their respective personnel and the Principal Investigator, the IDMC, and IRBs, in each case only on a need-to-know basis and solely in connection with the performance of its obligations or exercise of rights granted or reserved this Agreement; provided that each disclosure in this Agreement under subsection (e) must be bound by obligations of confidentiality provisions no less restrictive than and non-use at least as stringent as, and equivalent in scope to, those set forth in this AgreementArticle 7 prior to any such disclosure. Notwithstanding the foregoing, provided, that Confidential Information may be disclosed by in the event a Receiving Party is required to make a governmental entity or agency without requiring such entity or agency to enter into a confidentiality agreement; (ii) to the extent reasonably necessary to file or prosecute patent, copyright and trademark applications (subject to Section 11.4 below), complying with applicable governmental regulations, obtaining Approvals, conducting Pre-Clinical Studies or Clinical Studies, marketing the Product, or as otherwise required by applicable law, regulation, rule or legal process (including the rules disclosure of the SEC and any stock exchange); provided, however, that if a Receiving Party or any of its Affiliates is required by law or regulation to make any such disclosure of a Disclosing other Party’s Confidential Information it pursuant to the foregoing subsections (a) through (d), such Party will, except where impracticable for necessary disclosuresimpracticable, give reasonable advance notice to the Disclosing other Party of such disclosure requirement and will use its reasonable efforts to secure confidential treatment of such Confidential Information. In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information required to be disclosed; (iii) in communication with actual or potential lenders, investors, merger partners, acquirers, consultants, or professional advisors on a need-to-know basis, in each case under confidentiality provisions no less restrictive than those of this Agreement; (iv) to the extent such disclosure is required to comply with existing expressly stated contractual obligations owed to such Party’s or its Affiliates’ licensor with respect to any intellectual property licensed to the other Party under this Agreement; or (v) as mutually agreed to in writing by the Partieshereunder.

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, a Receiving each Party or its Affiliates may use and disclose to Third Parties Confidential Information of the Disclosing other Party solely as follows: (i) solely under appropriate confidentiality provisions substantially equivalent to those in this Agreement: (a) in connection with the performance of its obligations or as reasonably necessary or useful in the exercise of its rights granted or reserved in this Agreement under confidentiality provisions no less restrictive than those in this Agreement, provided, that Confidential Information may be disclosed by a Receiving Party and (b) to a governmental entity the extent such disclosure is reasonably necessary or agency without requiring such entity or agency to enter into a confidentiality agreementuseful in conducting Development under this Agreement; (ii) to the extent such disclosure is to a Governmental Authority as reasonably necessary to file in filing or prosecute prosecuting patent, copyright and trademark applications (subject to Section 11.4 below)in accordance with this Agreement, prosecuting or defending litigation in accordance with this Agreement, complying with applicable governmental regulationsregulations with respect to performance under this Agreement, filing Regulatory Filings, obtaining Approvals, conducting PreRegulatory Approval or fulfilling post-Clinical Studies or Clinical Studies, marketing approval regulatory obligations for the Licensed Product, or as otherwise required by applicable law, regulation, rule or legal process (including the rules of the SEC and any stock exchange)Law; provided, however, that if a Receiving Party or any of its Affiliates is required by law Law or regulation the rules of any securities exchange or automated quotation system to make any such disclosure of a Disclosing the other Party’s Confidential Information it willshall, except where impracticable for necessary disclosuresdisclosures (for example, in the event of medical emergency), give reasonable advance notice to the Disclosing other Party of such disclosure requirement and will and, in the case of each of the foregoing, shall use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; (iii) in communication with actual or potential lenders, investors, merger partners, acquirers, consultants, or professional to advisors (including lawyers and accountants) on a need-to-need to know basis, in each case under appropriate confidentiality provisions no less restrictive than or professional standards of confidentiality substantially equivalent to those of this Agreement; or (iv) to the extent such disclosure is required to comply with existing expressly stated contractual obligations owed to such Party’s or its Affiliates’ licensor with respect to any intellectual property licensed to the other Party under this Agreement; or (v) as mutually agreed to in writing by the Parties. For purposes of clarity, in each case ((i) through (iv)), Novartis shall ensure that information and materials relating to the Collaboration are not shared with or used for the benefit of, and are Segregated from, [*]. Amgen Ref. No. 2015641252 Page 51 Note: Redacted portions have been marked with [*]. The redacted portions are subject to a request for confidential treatment that has been filed with the Securities and Exchange Commission.

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, a Receiving Party or its Affiliates may use and disclose to Third Parties Confidential Information of the Disclosing Party as follows: (i) solely in connection with the performance of its obligations or exercise of rights granted or reserved in this Agreement under confidentiality provisions no less restrictive than those in this Agreement, provided, that Confidential Information may be disclosed by a Receiving Party to a governmental entity or agency without requiring such entity or agency to enter into a confidentiality agreement; (ii) to the extent reasonably necessary to file or prosecute patent, copyright and trademark applications (subject to Section 11.4 11.3 below), complying with applicable governmental regulations, obtaining Approvals, conducting Pre-Clinical Preclinical Studies or Clinical Studies, marketing the ProductProducts, or as otherwise required by applicable lawApplicable Law, regulation, rule or legal process (including the rules of the SEC and any stock exchange); provided, however, that if a Receiving Party or any of its Affiliates is required by law or regulation to make any such disclosure of a Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosures, give reasonable advance notice to the Disclosing Party of such disclosure requirement and will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; (iii) in communication with actual or potential lenders, investors, merger partners, acquirers, consultants, or professional advisors on a need-to-know basis, in each case under confidentiality provisions no less restrictive than those of this Agreement; (iv) to the extent such disclosure is required to comply with existing expressly stated contractual obligations owed to such Party’s or its Affiliates’ licensor with respect to any intellectual property licensed to the other Party under this Agreement; or (v) as mutually agreed to in writing by the Parties.

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, a Receiving Party or its Affiliates may use and disclose to Third Parties Confidential Information of the Disclosing Party as follows: (ia) solely in connection with the performance of its obligations or exercise of rights granted or reserved in this Agreement under confidentiality provisions no less restrictive than those in this Agreement, provided, that Confidential Information may be disclosed by a Receiving Party (including the rights to a governmental entity or agency without requiring such entity or agency to enter into a confidentiality agreementDevelop and Commercialize the Covered Products); (iib) to the extent such disclosure is reasonably necessary to file in filing or prosecute prosecuting patent, copyright copyright, and trademark applications (subject to Section 11.4 below)applications, prosecuting or defending litigation, complying with applicable governmental regulations, obtaining Approvalsregulatory approval, conducting Pre-Clinical Studies or Clinical StudiesTrials, marketing the ProductCovered Products, or as otherwise required by applicable law, regulation, rule Law; (c) in connection with the appraisal of Regado IP for the purpose of contributing such IP into the charter capital of NovaMedica or legal process (including d) to the rules of extent mutually agreed to in writing by the SEC and any stock exchange)Parties; provided, however, that if a Receiving Party or any of its Affiliates is required in litigation or by law Law or regulation to make any such disclosure of a Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosures, shall give reasonable advance notice to the Disclosing Party of such disclosure requirement and will and, except to the extent inappropriate in the case of patent applications, shall use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; (iii) in communication with actual or potential lenders. In addition, investors, merger partners, acquirers, consultantsa Receiving Party may disclose Confidential Information of the Disclosing Party to any of its Affiliates and Permitted Transferees, or professional advisors in connection with due diligence investigations by or on behalf of a need-to-know basisThird Party in connection with a potential license, collaboration, investment, merger, or acquisition with or by such Third Party, and, in the case of Regado, to Third Parties in connection with due diligence investigations by or on behalf of a Third Party in connection with a potential license, collaboration, investment or other financing, merger, or acquisition with or by such Third Party; provided, however, in each case under of the foregoing cases, that such Third Party reasonably needs to have access to such Confidential Information agrees to be bound by reasonable terms of confidentiality provisions no less restrictive than and non-use at least as stringent as those of set forth in this Agreement; (iv) Article 7, to limit such disclosure to only personnel having a need to know such information, and to return or certify to the extent such disclosure is required to comply with existing expressly stated contractual obligations owed to such Party’s or its Affiliates’ licensor with respect to any intellectual property licensed Receiving Party as to the other Party under this Agreement; destruction of such Confidential Information promptly after completing the due diligence investigation, negotiation, or (v) transaction, as mutually agreed to in writing by the Partiescase may be.

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, a Receiving Party or its Affiliates may use and disclose to Third Parties Confidential Information of the Disclosing Party as follows: (ia) solely to the Receiving Party’s Affiliates, potential and actual sublicensees, employees, officers, directors, agents, consultants, and/or other Third Parties under appropriate confidentiality provisions no less stringent than those in this Agreement, in connection with the performance of its obligations or exercise of its rights granted or reserved in this Agreement under confidentiality provisions no less restrictive than those in this Agreement, provided, that Confidential Information may be disclosed by a Receiving Party to a governmental entity ; or agency without requiring such entity or agency to enter into a confidentiality agreement; (iib) to the extent such disclosure is reasonably necessary to file or prosecute patent, copyright and trademark applications (subject to Section 11.4 below)in defending litigation, complying with applicable governmental regulations, obtaining Approvals, conducting Pre-Clinical Studies regulations or Clinical Studies, marketing the Product, or as otherwise required by applicable law, regulation, rule or legal process (including the rules of the SEC and any stock exchange)Law; provided, however, that if a Receiving Party or any of its Affiliates is required by law or regulation applicable Law to make any such disclosure of a Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosures, for example in the event of medical emergency, give reasonable advance notice to the Disclosing Party of such disclosure requirement and and, except to the extent inappropriate in the case of Patents, will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; or (iiic) in communication with to potential or actual acquirers, merger candidates or potential lendersinvestors or venture capital firms, investment bankers or other financial institutions or investors, merger partnersprovided that in connection with such disclosure, acquirers, consultants, such Receiving Party shall inform each disclosee of the confidential nature of such Confidential Information and cause each disclosee to treat such Confidential Information as confidential; or professional advisors on a need-to-know basis, in each case under confidentiality provisions no less restrictive than those of this Agreement; (ivd) to the extent such disclosure is required to comply with existing expressly stated contractual obligations owed to such Party’s or its Affiliates’ licensor with respect to any intellectual property licensed to the other Party under this Agreement; or (v) as mutually agreed to in writing by the Parties; provided, however, that, in each of the above situations, the Receiving Party shall remain responsible for any failure by any Person who receives the Confidential Information pursuant to this Section 13.2 to treat such Confidential Information as required under this Article 13.

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, a Receiving Each Party or and its Affiliates Authorized Recipients may use and disclose to Third Parties Confidential Information of the Disclosing Party as follows: (i) solely in connection with the performance of its obligations or exercise of rights granted or reserved in this Agreement under confidentiality provisions no less restrictive than those in this Agreement, provided, that Confidential Information may be disclosed by a Receiving Party to a governmental entity or agency without requiring such entity or agency to enter into a confidentiality agreement; (ii) to the extent reasonably necessary that such disclosure is (a) made in response to file or prosecute patenta valid order, copyright and trademark applications (subject to Section 11.4 below), complying with applicable governmental regulations, obtaining Approvals, conducting Pre-Clinical Studies or Clinical Studies, marketing the Productinquiry, or request (each an “Order”) of a court of competent jurisdiction or other agency, as otherwise required by applicable law, regulation, rule or legal process (including the rules of the SEC and any stock exchange); applicable; provided, however, that if a the Receiving Party or any of its Affiliates is required by law or regulation to make any such disclosure of a Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosures, give reasonable advance must first have given notice to the Disclosing Party and given the Disclosing Party a reasonable opportunity to quash such Order or to obtain a protective order requiring that the Confidential Information and/or documents that are the subject of such disclosure requirement Order be held in confidence by such court or Agency or, if disclosed, be used only for the purposes for which the Order was issued; and will use its reasonable efforts to secure confidential treatment of such provided further that if an Order is not quashed or a protective order is not obtained, the Confidential Information disclosed in response to such Order will be limited to that information that is legally required to be disclosed; disclosed in such response to such Order, and (iiib) in communication with actual or potential lendersrequired by Applicable Law. In addition, investors, merger partners, acquirers, consultants, or professional advisors on a need-to-know basis, in each case under confidentiality provisions no less restrictive than those of this Agreement; (iv) Astellas and its Authorized Recipients may disclose Confidential Information to the extent that such disclosure is required to comply reasonably deemed necessary by Astellas in connection with existing expressly stated contractual obligations owed to such Party’s Regulatory Submissions or its Affiliates’ licensor with respect to any intellectual property licensed to other regulatory activities regarding the other Party under this Agreement; or (v) as mutually agreed to Product in writing by the PartiesTerritory.

Authorized Disclosure. Except as otherwise expressly provided otherwise in this a Transaction Agreement, a Receiving each Party or its Affiliates may use and disclose to Third Parties Confidential Information of the Disclosing other Party as follows: (i) solely in connection with the performance of its obligations or as reasonably necessary or useful in the exercise of its rights granted or reserved under the Transaction Agreements, including the right to grant licenses, sublicenses, extensions of the licenses and extensions of sublicenses to Affiliates and subcontractors as permitted under a Transaction Agreements in this Agreement under each case subject to the party receiving Confidential Information agreeing to be bound by similar confidentiality provisions obligations for a term of no less restrictive than those in this Agreementfive (5) years, provided, that Confidential Information may be disclosed by a Receiving Party to a governmental entity or agency without requiring such entity or agency to enter into a confidentiality agreement; (ii) to the extent such disclosure is reasonably necessary in prosecuting or maintaining any patent or other intellectual property in accordance with the Transaction Agreements, prosecuting or defending litigation related to file or prosecute patent, copyright and trademark applications (subject to Section 11.4 below)the Transaction Agreements, complying with applicable governmental regulationsregulations with respect to performance under the Transaction Agreements (including to comply with the applicable rules of any public stock exchange upon which the stock of such Party or its Affiliate is listed), making regulatory filings, obtaining Approvals, conducting Premarketing approvals or fulfilling post-Clinical Studies or Clinical Studies, marketing approval obligations for products that are the Productsubject a Transaction Agreement, or as otherwise required by applicable law, regulation, rule or legal process (including the rules of the SEC and any stock exchange)Legal Requirements; provided, however, that if a Receiving Party or any of its Affiliates is required by law applicable Legal Requirements or regulation court order to make any such disclosure of a Disclosing another Party’s Confidential Information it such Party will, except where impracticable (for necessary disclosuresexample, in the event of medical emergency), give reasonable advance notice to the Disclosing such other Party of such disclosure requirement and, in each of the foregoing, (but not to the extent inappropriate in the case of prosecution and maintenance of patents), will use its reasonable efforts to secure seek confidential treatment of such Confidential Information required to be disclosed; (iii) in communication with Representatives or actual or bona fide potential lenders, investors, merger partners, investors or acquirers, consultantsor actual or bona fide potential licensees or sublicensees related to products that are the subject of the Transaction Agreements, or professional advisors each on a need-to-need to know basis, and in each case under subject to confidentiality provisions no less restrictive than those of this Agreement; obligations consistent with Section 8.2(a), or (iv) to the extent such disclosure is required to comply with existing expressly stated contractual obligations owed to such Party’s or its Affiliates’ licensor with respect to in any intellectual property licensed to the other Party under this Agreement; or (v) as manner mutually agreed to in writing by agreeable among the Parties.

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, a Receiving Party or its Affiliates may use and disclose to Third Parties Confidential Information of the Disclosing Party as follows: (i) solely under appropriate confidentiality provisions similar to those in this Agreement, in connection with the performance of its obligations or exercise of rights granted or reserved in this Agreement under confidentiality provisions no less restrictive than those in this Agreement(including, providedwithout limitation, that Confidential Information may be disclosed by a Receiving Party the rights to a governmental entity commercialize Products and to grant licenses and sublicenses hereunder); or agency without requiring such entity or agency to enter into a confidentiality agreement; (ii) to the extent such disclosure is reasonably necessary to file in filing or prosecute prosecuting patent, copyright and trademark applications (subject to Section 11.4 below)applications, prosecuting or defending litigation, complying with applicable governmental regulations, obtaining Approvalsregulatory approval, conducting Prepre-Clinical Studies clinical activities or Clinical Studiesclinical trials, marketing the ProductProducts, or as otherwise required by applicable law, regulation, rule or legal process (including the rules of the SEC and any stock exchange); provided, however, that if a Receiving Party or any of its Affiliates is required by law or regulation to make any such disclosure of a Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosures, for example in the event of medical emergency, give reasonable advance notice to the Disclosing Party of such disclosure requirement and and, except to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; or (iii) in communication with actual or potential lenders, investors, merger partners, acquirers, consultants, advisors or professional advisors others on a need-to-need to know basis, in each case under appropriate confidentiality provisions no less restrictive than substantially equivalent to those of this Agreement; or (iv) to the extent such disclosure is required to comply with existing expressly stated contractual obligations owed to such Party’s or its Affiliates’ licensor with respect to any intellectual property licensed to the other Party under this Agreement; or (v) as mutually agreed to in writing by the Parties; provided, however, that, in each of the above situations, the Receiving Party shall remain responsible for any failure by any Person who receives the Confidential Information pursuant to this Section 9.2 to treat such Confidential Information as required under this Article 9.

Authorized Disclosure. Except as expressly provided otherwise Notwithstanding the limitations in this AgreementArticle 7, either Party may disclose the Confidential Information belonging to the other Party to the extent such disclosure is reasonably necessary in the following instances: (a) complying with applicable laws or regulations or valid court orders, provided that the Party making such disclosure provides the other Party with reasonable prior written notice of such disclosure and makes a reasonable effort to obtain, or to assist the other Party in obtaining, a Receiving Party protective order preventing or limiting the disclosure and/or requiring that the terms and conditions of this Agreement be used only for the purposes for which the law or regulation required, or for which the order was issued; (b) to regulatory authorities in order to seek or obtain approval to conduct clinical trials, or to gain regulatory approval, of ZIOPHARM Products or any products being developed by Intrexon or its Affiliates may use and disclose to Third Parties Confidential Information of other licensees and/or channel partners, provided that the Disclosing Party as follows: making such disclosure (i) solely in connection provides the other Party with the performance of its obligations or exercise of rights granted or reserved in this Agreement under confidentiality provisions no less restrictive than those in this Agreement, provided, that Confidential Information may be disclosed by a Receiving Party reasonable opportunity to a governmental entity or agency without requiring such entity or agency to enter into a confidentiality agreement; (ii) to the extent reasonably necessary to file or prosecute patent, copyright and trademark applications (subject to Section 11.4 below), complying with applicable governmental regulations, obtaining Approvals, conducting Pre-Clinical Studies or Clinical Studies, marketing the Product, or as otherwise required by applicable law, regulation, rule or legal process (including the rules of the SEC and any stock exchange); provided, however, that if a Receiving Party or any of its Affiliates is required by law or regulation to make review any such disclosure in advance and to suggest redactions or other means of a Disclosing limiting the disclosure of such other Party’s Confidential Information it will, except where impracticable for necessary disclosures, give reasonable advance notice to the Disclosing Party of and (ii) does not unreasonably reject any such disclosure requirement and will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosedsuggestions; (iiic) in communication with actual or disclosure to investors and potential lenders, investors, merger partners, acquirers, consultantsor merger candidates who agree to maintain the confidentiality of such information, provided that such disclosure is used solely for the purpose of evaluating such investment, acquisition, or professional advisors merger (as the case may be); (d) disclosure on a need-to-know basisbasis to Affiliates, licensees, sublicensees, employees, consultants or agents (such as CROs and clinical investigators) who agree to be bound by obligations of confidentiality and non-use at least equivalent in each case under confidentiality provisions no less restrictive than scope to those set forth in this Article 7; and (e) disclosure of the terms of this Agreement; (iv) Agreement by Intrexon to the extent such disclosure is required collaborators and other channel partners who agree to comply with existing expressly stated contractual be bound by obligations owed of confidentiality and non-use at least equivalent in scope to such Party’s or its Affiliates’ licensor with respect to any intellectual property licensed to the other Party under those set forth in this Agreement; or (v) as mutually agreed to in writing by the Parties.Article 7. 21 7.3

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, a Receiving Party or its Affiliates may use and disclose to Third Parties Confidential Information of the Disclosing Party as follows: to (ia) solely in connection with employees, agents, contractors, consultants and advisors of the Receiving Party and its Affiliates, and sublicensees and to (b) Third Parties to the extent reasonably necessary for the performance of its obligations or exercise of rights granted or reserved in this Agreement Agreement, in each case under confidentiality provisions no less restrictive than those in this Agreement. In addition, provided, that Confidential Information may be disclosed by a Receiving Party to a governmental entity or agency without requiring such entity or agency to enter into a confidentiality agreement; its Affiliates may disclose Confidential Information of the Disclosing Party (iii) to the extent reasonably necessary to file or prosecute patent, copyright and trademark applications (subject to Section 11.4 12.4 (Press Release; Publications; Disclosure of Agreement) below), complying with applicable governmental regulations, obtaining Regulatory Approvals, conducting Prenon-Clinical Studies or Clinical Studies, marketing the a Licensed Product, or as otherwise required by applicable law, regulation, rule or legal process Applicable Law (including the rules of the SEC and any stock exchange); provided, however, that if a Receiving Party or any of its Affiliates is required by law or regulation Applicable Law to make any such disclosure of a Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosures, give reasonable advance notice to the Disclosing Party of such disclosure requirement and will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; (iiiii) on a need-to-know basis, in communication with actual or potential lenders, potential acquirers, investors, merger partners, acquirers, consultants, or professional advisors on a need-to-know basisadvisors, in each case under confidentiality provisions no less restrictive than those of this Agreement; (iviii) to the extent such disclosure is required to comply with existing expressly stated contractual obligations owed to such Party’s or its Affiliates’ licensor with respect to any intellectual property licensed to the other Party under this Agreement; or (viv) as mutually agreed to in writing by the Parties.

Authorized Disclosure. Except as expressly provided otherwise in this Agreement or the Neurology II Agreement, a Receiving Party or its Affiliates may use and disclose to Third Parties Confidential Information of the Disclosing Party as follows: (ia) solely in connection with the performance of its obligations or exercise of rights granted or reserved in this Agreement under confidentiality provisions no less restrictive than those in this Agreement, provided, provided that Confidential Information may be disclosed by a Receiving Party to a governmental entity or agency without requiring such entity or agency to enter into a confidentiality agreement; (iib) to the extent reasonably necessary to file or prosecute patent, copyright and trademark applications (subject to Section 11.4 below11.4), complying with applicable governmental regulations, obtaining Approvals, conducting Pre-Clinical Studies or Clinical Studies, marketing the a Product, or as otherwise required by applicable lawApplicable Law, regulation, rule or legal process (including the rules of the SEC and any stock exchange); provided, however, that if a Receiving Party or any of its Affiliates is required by law Law or regulation to make any such disclosure of a Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosures, give reasonable advance notice to the Disclosing Party of such disclosure requirement and will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; (iiic) in communication with actual or potential lenders, investors, merger partners, acquirers, consultants, or professional advisors on a need-to-know basis, in each case case, under confidentiality provisions no less restrictive than those of this Agreement; (ivd) to the extent such disclosure is required to comply with existing expressly stated contractual obligations owed to such Party’s or its Affiliates’ licensor with respect to any intellectual property licensed to the other Party under this Agreement; or (ve) as mutually agreed to in writing by the Parties.

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, a Receiving Party or its Affiliates may use and disclose to Third Parties Confidential Information of the Disclosing Party as follows: (ia) solely to the Receiving Party’s Affiliates, potential and actual licensees or distributors, employees, officers, directors, agents, consultants, and/or other Third Parties under appropriate confidentiality provisions no less stringent than those in this Agreement, in connection with the performance of its obligations or exercise of its rights granted or reserved in this Agreement under confidentiality provisions no less restrictive than those in this Agreement, provided, that Confidential Information may be disclosed by a Receiving Party to a governmental entity ; or agency without requiring such entity or agency to enter into a confidentiality agreement; (iib) to the extent such disclosure is reasonably necessary to file or prosecute patent, copyright and trademark applications (subject to Section 11.4 below)in defending litigation, complying with applicable governmental regulations, obtaining Approvals, conducting Pre-Clinical Studies regulations or Clinical Studies, marketing the Product, or as otherwise required by applicable law, regulation, rule or legal process Applicable Law (including the rules of the SEC as required to seek, obtain and any stock exchangemaintain Product Approvals); provided, however, that if a Receiving Party or any of its Affiliates is required by law or regulation Applicable Law to make any such disclosure of a Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosures, for example in the event of medical emergency, give reasonable advance notice to the Disclosing Party of such disclosure requirement and and, except to the extent inappropriate in the case of patents, will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; or (iiic) in communication with to potential or actual acquirers, merger candidates or potential lendersinvestors or venture capital firms, investment bankers or other financial institutions or investors, merger partnersprovided that in connection with such disclosure, acquirers, consultants, such Receiving Party shall inform each disclosee of the confidential nature of such Confidential Information and cause each disclosee to treat such Confidential Information as confidential; or professional advisors on a need-to-know basis, in each case under confidentiality provisions no less restrictive than those of this Agreement; (ivd) to the extent such disclosure is required to comply with existing expressly stated contractual obligations owed to such Party’s or its Affiliates’ licensor with respect to any intellectual property licensed to the other Party under this Agreement; or (v) as mutually agreed to in writing by the Parties; provided, however, that, in each of the above situations, the Receiving Party shall remain responsible for any failure by any Person who receives the Confidential Information pursuant to this Section 5.2 to treat such Confidential Information as required under this Article 5.

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, a Receiving each Party or its Affiliates may use and disclose to Third Parties Confidential Information of the Disclosing other Party solely as follows: (i) solely as reasonably necessary in connection with conducting the performance of its obligations or exercise of rights granted or reserved in this Agreement activities contemplated under confidentiality provisions no less restrictive than those in this Agreement, provided, that Confidential Information may be disclosed by a Receiving Party to a governmental entity or agency without requiring such entity or agency to enter into a confidentiality agreement; (ii) to the extent pertaining specifically to a Product, for use by Amgen in connection with a Product outside the Collaboration Scope or disclosure by Amgen to a collaborator or licensee for use with respect to a Product outside the Collaboration Scope; (iii) to the extent such disclosure is to a Governmental Authority, as reasonably necessary to file in filing or prosecute prosecuting patent, copyright and trademark applications (subject to Section 11.4 below)in accordance with this Agreement, prosecuting or defending arbitration or litigation in accordance with this Agreement, complying with applicable governmental regulationsregulations with respect to performance under this Agreement, filing Regulatory Filings, obtaining Approvals, conducting Pre-Clinical Studies Regulatory Approval or Clinical Studies, marketing the fulfilling regulatory obligations for a Product, or as otherwise required by applicable lawApplicable Law, regulationincluding, rule or legal process (including the rules but not limited to, regulations of the SEC Securities and any stock exchange); providedExchange Commission, howeverthe Stock Exchange of Hong Kong Limited or similar regulatory authority, provided that if a Receiving Party or any of its Affiliates is required by law or regulation Applicable Law to make any such disclosure of a Disclosing the other Party’s Confidential Information it will, except where impracticable for necessary disclosuresdisclosures (for example, in the event of medical emergency), give reasonable advance notice to the Disclosing other Party of such disclosure requirement and and, in the case of each of the foregoing exceptions pursuant to this subsection (iii), will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; (iiiiv) in communication with actual or potential lenders, investors, merger partners, acquirers, consultants, or professional to advisors (including lawyers and accountants) on a need-to-need to know basisbasis in support of the purposes of this Agreement, in each case under appropriate confidentiality provisions no less restrictive than or professional standards of confidentiality substantially equivalent to those of this Agreement; (ivv) to such Party’s [*]; provided further, that, prior to any such disclosure, each such disclosee is bound by written obligations of confidentiality, non-disclosure, and non-use at least as restrictive as the obligations set forth in this Article XI to maintain the confidentiality thereof and not to use or disclose such Confidential Information except as expressly permitted by this Agreement; and (vi) to the extent mutually agreed to by the Parties. Neither Party will disclose Confidential Information of the other Party to its personnel or to an Affiliate except to the extent such disclosure is required personnel or Affiliate needs to comply with existing expressly stated contractual obligations owed to know such information for the performance of such Party’s or its Affiliates’ licensor with respect to any intellectual property licensed to the other Party under this Agreement; or (v) as mutually agreed to in writing by the Partiesactivities hereunder.

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, a Receiving Party or its Affiliates may use and shall be entitled to disclose to Third Parties Confidential Information of the Disclosing Party as follows: (ia) solely to the Receiving Party’s Affiliates, employees, officers, directors, agents, consultants, legal counsel and/or other Third Parties under appropriate confidentiality provisions no less stringent than those in this Agreement, in connection with the performance of its obligations or exercise of its rights granted or reserved in this Agreement under confidentiality provisions no less restrictive than those in this Agreement, provided, that Confidential Information may be disclosed by a Receiving Party to a governmental entity or agency without requiring such entity or agency to enter into a confidentiality agreement; (iib) to the extent such disclosure is reasonably necessary to file or prosecute patent, copyright and trademark applications (subject to Section 11.4 below)in defending litigation, complying with applicable governmental regulations, obtaining Approvals, conducting Pre-Clinical Studies regulations or Clinical Studies, marketing the Product, or as otherwise required by applicable law, regulation, rule or legal process (including the rules of the SEC and any stock exchange)Applicable Law; provided, however, that if a Receiving Party or any of its Affiliates is required by law or regulation Applicable Law to make any such disclosure of a Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosures, will give reasonable advance notice notice, where practicably possible, to the Disclosing Party of such disclosure requirement and and, except to the extent inappropriate in the case of Patents, will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; (iiic) in communication with to potential or actual acquirers, merger candidates, licensees or potential lendersinvestors or venture capital firms, investment bankers or other financial institutions, lenders or investors, merger partners, acquirers, consultants, or and professional advisors on a need-to-know basisthereof, provided, that in connection with such disclosure, such Receiving Party shall inform each case under confidentiality provisions no less restrictive than those such disclosee of this Agreementthe confidential nature of such Confidential Information and cause each such disclosee to treat such Confidential Information as confidential; or (ivd) to the extent such disclosure is required to comply with existing expressly stated contractual obligations owed to such Party’s or its Affiliates’ licensor with respect to any intellectual property licensed to the other Party under this Agreement; or (v) as mutually agreed to in writing by the Parties; provided, however, that, in each of the above situations, the Receiving Party shall remain responsible for any failure by any Person who receives the Confidential Information pursuant to this Section 12.2 to treat such Confidential Information as required under this Article VII.

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, a Receiving Party or its Affiliates may use and disclose to Third Parties Confidential Information of the Disclosing Party as follows: (ia) solely in connection with the performance of its obligations or exercise of rights granted or reserved in this Agreement under confidentiality provisions no less restrictive than those in this Agreement, provided, ; provided that Confidential Information may be disclosed by a Receiving Party to a governmental entity or agency without requiring such entity or agency to enter into a confidentiality agreement; (iib) to the extent reasonably necessary to file or prosecute patent, copyright and trademark applications (subject to Section 11.4 below), complying with applicable governmental regulations, obtaining Approvals, conducting Pre-Clinical Studies or Clinical Studies, marketing the Product, or as otherwise required by applicable lawApplicable Law, regulation, rule or legal process (including the rules of the SEC and any stock exchange); provided, however, that if a Receiving Party or any of its Affiliates is required by law Law or regulation to make any such disclosure of a Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosures, give reasonable advance notice to the Disclosing Party of such disclosure requirement and will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; (iiic) in communication with actual or potential lenders, investors, merger partners, acquirers, consultants, or professional advisors on a need-to-know basis, in each case under confidentiality provisions no less restrictive than those of this Agreement; (ivd) to the extent such disclosure is required to comply with existing expressly stated contractual obligations owed to such Party’s or its Affiliates’ licensor with respect to any intellectual property licensed to the other Party under this Agreement; or (ve) as mutually agreed to in writing by the Parties.. EXECUTION VERSION

Authorized Disclosure. Except as otherwise expressly provided otherwise in this Agreement, a Receiving each Party or its Affiliates may use and disclose to Third Parties Confidential Information of the Disclosing other Party as follows: (ia) solely under appropriate confidentiality provisions substantially equivalent to those in this Agreement, in connection with the performance of its obligations or exercise of rights granted or reserved in this Agreement under confidentiality provisions no less restrictive than those (including to grant licenses and sublicenses permitted hereunder, and in this Agreementthe case of Amicus, providedto Develop, that Confidential Information may be disclosed by a Receiving Party to a governmental entity or agency without requiring such entity or agency to enter into a confidentiality agreement; Manufacture and Commercialize Licensed Products and Compounds for use in the Amicus Territory and, in the case of [***] for [***]’s, outside the Field), (iib) to the extent such disclosure is reasonably necessary to file in filing or prosecute prosecuting patent, copyright and trademark applications (subject to Section 11.4 below)applications, complying with the terms of licenses from Third Parties, prosecuting or defending litigation, complying with applicable governmental regulations, obtaining ApprovalsRegulatory Approval, conducting Pre-Clinical Studies preclinical or Clinical Studies, marketing the Productclinical trials, or as marketing Licensed Products, or otherwise required by applicable law, regulation, rule or legal process Law (including the rules of the SEC and any stock exchangesecurities Laws); , provided, however, that if a Receiving Party or any of its Affiliates is required by law or regulation Law to make any such disclosure of a Disclosing the other Party’s Confidential Information it will, except where impracticable for necessary disclosuresdisclosures (for example, in the event of medical emergency), give reasonable advance notice to the Disclosing other Party of such disclosure requirement and will and, except to the extent inappropriate in the case of patent applications, use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; , (iiic) in communication with actual or potential lenders, investors, merger partners, acquirers, consultants, advisors or professional advisors others on a need-to-need to know basis, in each case under appropriate confidentiality provisions no less restrictive than substantially equivalent to those of this Agreement; , (ivd) in the case of Amicus, to the extent necessary to comply with its obligations to provide progress reports to its licensors under the Existing In-Licenses, under appropriate confidentiality provisions, or (e) to the extent such disclosure is required to comply with existing expressly stated contractual obligations owed to such Party’s or its Affiliates’ licensor with respect to any intellectual property licensed to the other Party under this Agreement; or (v) as mutually agreed to in writing by the Parties.

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, a Receiving Party or its Affiliates may use and disclose to Third Parties Confidential Information of the Disclosing Party as follows: (ia) solely under appropriate confidentiality provisions similar to those in this Agreement, in connection with the performance of its obligations or exercise of rights granted or reserved in this Agreement under confidentiality provisions no less restrictive than those in this Agreement, provided, that Confidential Information may be disclosed by a Receiving Party (including the rights to a governmental entity Develop and Commercialize Licensed Products and to grant sublicenses as permitted hereunder); or agency without requiring such entity or agency to enter into a confidentiality agreement; (iib) to the extent such disclosure is reasonably necessary to file in filing or prosecute prosecuting patent, copyright and trademark applications (subject to Section 11.4 below)applications, prosecuting or defending litigation, complying with applicable governmental regulations, seeking and obtaining ApprovalsRegulatory Approval, conducting Prenon-Clinical Studies clinical activities or Clinical StudiesTrials, marketing the Productpreparing and submitting INDs to Regulatory Authorities, or as is otherwise required by applicable law, regulation, rule Law or legal process (including the rules of the SEC and any a recognized stock exchange)exchange or automated quotation system applicable to such Party; provided, however, that if a Receiving Party or any of its Affiliates is required by law or regulation Law to make any such disclosure of a Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosuresimpracticable, give reasonable advance notice to the Disclosing Party of such disclosure requirement and will use its reasonable efforts and, if requested by the Disclosing Party, cooperate with the Disclosing Party to secure confidential treatment of such Confidential Information required to be disclosed; or (iiic) in communication with actual existing or potential lenders, prospective investors, merger partners, acquirers, consultantsconsultants or advisors, or professional advisors on a need-to-know basis, in each case under appropriate confidentiality provisions no less restrictive than substantially equivalent to those of this Agreement; or (ivd) to the extent such disclosure is required to comply with existing expressly stated contractual obligations owed to such Party’s or its Affiliates’ licensor with respect to any intellectual property licensed to the other Party under this Agreement; or (v) as mutually agreed to in writing by the Parties.

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, a Receiving A Party or its Affiliates may use and disclose to Third Parties the Confidential Information belonging to another Party or its Affiliates to the extent such disclosure is reasonably necessary in the following instances: (a) filing or prosecuting Patents as permitted in this Agreement with the advance written consent of the Disclosing disclosing Party, such consent not to be unreasonably withheld, conditioned or delayed; (b) regulatory filings with any governmental authority necessary for the activities contemplated under this Agreement; (c) disclosure required by applicable securities laws and regulations (including Nasdaq rules), provided, however, that the disclosure therein is limited to the extent necessary, as determined by securities counsel for the Party as follows: seeking to make such disclosure, and provided such Party endeavors to obtain confidential treatment of any disclosed information to the extent allowed under Applicable Law; 28 † 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. (id) solely in connection with the performance of its obligations or exercise of rights granted or reserved in this Agreement under confidentiality provisions no less restrictive than those in this Agreement, providedto Affiliates, that Confidential Information may sublicensees, research collaborators, employees, consultants, subcontractors or agents, each of whom prior to disclosure must be disclosed bound by similar obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Article 11; or (e) in connection with litigation to which a Receiving Party to is a governmental entity party or agency without requiring such entity or agency to enter into a confidentiality agreement; (ii) to the extent reasonably necessary to file or prosecute patent, copyright and trademark applications (subject to Section 11.4 below), complying with applicable governmental regulations, obtaining Approvals, conducting Pre-Clinical Studies or Clinical Studies, marketing the Product, or otherwise as otherwise required by applicable law, regulation, rule valid court order or legal process (including the rules of the SEC and any stock exchange)process; provided, however, that if a Receiving such Party or any gives the disclosing Party advance notice of its Affiliates is such required disclosure, limits the disclosure to that actually required as determined by law or regulation counsel for the Party seeking to make such disclosure, and cooperates in any such disclosure of a Disclosing other Party’s Confidential Information it will, except where impracticable for necessary disclosures, give reasonable advance notice attempts to the Disclosing Party of such disclosure requirement and will use its reasonable efforts to secure obtain a protective order or confidential treatment of such Confidential Information the information required to be disclosed; (iii) in communication with actual or potential lenders, investors, merger partners, acquirers, consultants, or professional advisors on a need-to-know basis, in each case under confidentiality provisions no less restrictive than those of this Agreement; (iv) to the extent such disclosure is required to comply with existing expressly stated contractual obligations owed to such Party’s or its Affiliates’ licensor with respect to any intellectual property licensed to the other Party under this Agreement; or (v) as mutually agreed to in writing by the Parties.. 11.3

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, a Receiving Party or its Affiliates may use and disclose to Third Parties Confidential Information of the Disclosing Party as follows: (i) solely in connection with the performance of its obligations or exercise of rights granted or reserved in this Agreement under confidentiality provisions no less restrictive than those in this Agreement, provided, that Confidential Information may be disclosed by a Receiving Party may disclose Confidential Information to a governmental entity or agency without requiring such entity or agency to enter into a confidentiality agreement; (ii) to the extent reasonably necessary to file or prosecute patent, copyright and trademark applications (subject to Section 11.4 14.4 below), complying with applicable governmental regulations, obtaining Approvals, conducting PreNon-Clinical Studies or Clinical Studies, marketing the a Product, or as otherwise required by applicable lawApplicable Law, regulation, rule or legal process (including the rules of the SEC and any stock exchange); provided, however, that if a Receiving Party or any of its Affiliates is required by law or regulation to make any such disclosure of a Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosures, give reasonable advance notice to the Disclosing Party of such disclosure requirement and will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; (iii) in communication with actual or potential lenders, investors, merger partners, acquirers, consultants, or professional advisors on a need-to-know basis, in each case under confidentiality provisions no less restrictive than those of this Agreement; (iv) to the extent such disclosure is required to comply with existing expressly stated contractual obligations owed to such Party’s or its Affiliates’ licensor with respect to any intellectual property licensed to the other Party under this Agreement; or (v) as mutually agreed to in writing by the Parties.

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, a Receiving each Party or (and its Affiliates Affiliates) may use and disclose to Third Parties Confidential Information of the Disclosing other Party (and its Affiliates) as follows: (i) solely in connection with the performance of its obligations or exercise of rights granted or reserved in this Agreement under confidentiality provisions no less restrictive than those (including the rights to commercialize Products and to grant licenses and sublicenses hereunder) or to [***] actual or potential licensees of Amgen or sublicensees hereunder, or actual or potential licensees of Array in connection with any Compound or Product after any termination of this Agreement, providedor Contractors used in the Program on a need to know basis, that under reasonable and [ * ] = Confidential Information may be disclosed treatment of certain confidential information contained in this document, marked by a Receiving Party brackets, is being sought pursuant to a governmental entity Rule 24b-2 of the Securities Exchange Act of 1934, as amended. customary contractual obligations of confidentiality (provided that, with respect to any [***], Array will act in good faith during the Term of this Agreement to restrict the disclosure of any Program-related information to such persons until an [***]), or agency without requiring such entity or agency to enter into a confidentiality agreement; (ii) to the extent such disclosure is reasonably necessary to file in filing or prosecute prosecuting patent, copyright and trademark applications (subject to Section 11.4 below)applications, prosecuting or defending litigation, complying with applicable governmental regulations, obtaining Approvalsregulatory approval, conducting Pre-Clinical Studies preclinical or Clinical Studiesclinical trials, or marketing the ProductProducts, in each case in accordance with this Agreement, or as otherwise required by applicable law, regulation, rule or legal process (including the rules of the SEC and any stock exchange)Law; provided, however, that if a Receiving Party (or any of its Affiliates Affiliate) is required by law or regulation Law to make any such disclosure of a Disclosing the other Party’s (or its Affiliate’s) Confidential Information it will, except where impracticable for necessary disclosures, give reasonable advance notice to the Disclosing other Party of such disclosure requirement and and, except to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; disclosed or (iii) in communication with actual or potential lenders, investors, merger partners, acquirers, consultants, or professional advisors on a need-to-know basis, in each case under confidentiality provisions no less restrictive than those of this Agreement; (iv) to the extent such disclosure is required to comply with existing expressly stated contractual obligations owed to such Party’s or its Affiliates’ licensor with respect to any intellectual property licensed to the other Party under this Agreement; or (v) as mutually agreed to in writing by the Parties.

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, a Receiving Party or its Affiliates may use and disclose to Third Parties Confidential Information of the Disclosing Party as follows: (i) solely in connection with the performance of its obligations or exercise of rights granted or reserved in this Agreement under confidentiality provisions no less restrictive than those in this Agreement, provided, that Confidential Information may be disclosed by a Receiving Party to a governmental entity or agency without requiring such entity or agency to enter into a confidentiality agreement; (ii) to the extent reasonably necessary to file or prosecute patent, copyright and trademark applications (subject to Section 11.4 12.4 below), complying with applicable governmental regulations, obtaining Regulatory Approvals, conducting Prepre-Clinical clinical Studies or Clinical clinical Studies, marketing the a Product, or as otherwise required by applicable law, regulation, rule or legal process (including the rules of the SEC and any stock exchange); provided, however, that if a Receiving Party or any of its Affiliates is required by law or regulation to make any such disclosure of a Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosures, give reasonable advance notice to the Disclosing Party of such disclosure requirement and will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; (iii) in communication with actual or potential lenders, investors, merger partners, acquirers, Sublicensees, consultants, or professional advisors on a need-to-know basis, in each case under confidentiality provisions no less restrictive than those of this AgreementAgreement (but of shorter duration if customary); (iv) to the extent such disclosure is required to comply with existing expressly stated contractual obligations owed to such Party’s or its Affiliates’ licensor with respect to any intellectual property licensed to the other Party under this Agreement; (v) subject to the terms of any protective order the Disclosing Party is using to protect its own Confidential Information, to prosecute or defend litigation as permitted by this Agreement, or (vvi) as mutually agreed to in writing by the Parties.