Common use of Authorized Disclosure Clause in Contracts

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, each Party may use and disclose Confidential Information of the other Party solely as follows: (a) under appropriate confidentiality provisions substantially equivalent to those in this Agreement: (i) in connection with the performance of its obligations or as reasonably necessary or useful in the exercise of its rights under this Agreement, including the right to grant licenses or sublicenses as permitted hereunder, or (ii) to actual or potential bona fide (sub)licensees, acquirers or assignees, collaborators, investment bankers, investors or lenders with whom a Party (or its Affiliates) has entered into good faith negotiations regarding a proposed transaction, or; (b) to the extent such disclosure is to a governmental authority as reasonably necessary in filing or prosecuting the UHN Patent Rights or Present Improvement Patent Rights, copyright and trademark applications in accordance with this Agreement, prosecuting or defending litigation related to this Agreement, complying with applicable governmental regulations with respect to performance under this Agreement, obtaining Regulatory Approval or fulfilling post-approval regulatory obligations for the Licensed Products, or otherwise required by applicable law; provided, however, that if a Party is required by applicable law or the rules of any securities exchange or automated quotation system to make any such disclosure of the other 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 other Party of such disclosure requirement and, in each of the foregoing, will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed and will only disclosed that Confidential Information that is required to be disclosed; (c) to advisors (including lawyers and accountants) on a need to know basis, in each case under appropriate confidentiality provisions or professional standards of confidentiality substantially equivalent to those of this Agreement, or (d) to the extent mutually agreed to by the Parties. Each Party acknowledges and agrees that the other Party may submit this Agreement to the SEC and if a Party does submit this Agreement to the SEC, such Party agrees to consult with the other Party with respect to the preparation and submission of, a confidential treatment request for this Agreement. If a Party is required by applicable law to make a disclosure of the terms of this Agreement in a filing with or other submission to the SEC, and [*****], then such Party will have the right to make such public disclosure at the time and in the manner reasonably determined by its counsel to be required by applicable law. Notwithstanding anything to the contrary herein, it is hereby understood and agreed that if a Party seeking to make a disclosure to the SEC as set forth in this Section 5.5(b), [*****] such comments, limit disclosure or obtain confidential treatment to the extent reasonably requested by the other Party.

Authorized Disclosure. Except Each Party may disclose Confidential Information and Product Information to the extent that such disclosure is: (a) required by law, order, or regulation of a government agency or a court of competent jurisdiction, or by the rules of a securities exchange, provided that the Party required to make such disclosure shall (i) give the other Party reasonable advance notice of and an opportunity to comment on any such required disclosure, (ii) if requested by the other Party, use Commercially Reasonable Efforts to obtain protective orders or any available limitations on or exemptions from such disclosure requirement where applicable and practicable, and (iii) limit such disclosure to that information which is legally required to be disclosed by such law, order or regulation of a government agency or by a court of competent jurisdiction; (b) made to a patent office for the purposes of filing or enforcing a Patent as expressly provided otherwise permitted in this Agreement, each Party may use and disclose Confidential Information provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection is available; (c) made by Sanofi or its Affiliates, Distributors, Sanofi Licensees, Sublicensees or other Party solely sublicensees to a Regulatory Health Authority for the purposes of any filing, application or request for Regulatory Approval for Program Compounds or Program Products as follows: (a) under appropriate confidentiality provisions substantially equivalent to those permitted in this Agreement: ; (id) made to investment bankers, financial advisors, actual or potential Third Party partners, investors, licensees, sublicensees or acquirers of all or substantially all of the assets to which this Agreement relates; or (e) made by Sanofi or its Affiliates, Distributors, Sanofi Licensee, or Sublicensees to Third Parties as may be necessary or useful in connection with the performance Exploitation of its the Program Compounds or Program Products as contemplated by this Agreement, including subcontracting or sublicensing transactions in connection therewith; provided that with respect to disclosures as per subsection (d), (e), or the following sentence, the Party making such disclosures shall ensure that each Third Party recipient is bound by obligations or of confidentiality and non-use no less restrictive than those contained in this Agreement and shall be liable to the other Party for any breach of such confidentiality obligations by the relevant recipient; provided further that any disclosure made by Ardelyx as reasonably necessary or useful per subsection (d) to a Major Pharmaceutical Company shall be made in compliance with the exercise process described in Exhibit F hereto. In addition (but without prejudice) to the above provisions, each Party shall be entitled to disclose, under confidentiality obligations at least as protective as those of its rights this Article 7, Confidential Information to any Third Party for the purpose of carrying out activities authorized under this Agreement, including the right without limitation disclosures to grant licenses or sublicenses as permitted hereunder, or (ii) to actual or potential bona fide (sub)licensees, acquirers or assignees, collaborators, investment bankers, investors or lenders with whom a Party (or its Affiliates) has entered into good faith negotiations regarding a proposed transaction, or; (b) to the extent such disclosure is to a governmental authority as reasonably necessary in filing or prosecuting the UHN Patent Rights or Present Improvement Patent Rights, copyright and trademark applications in accordance with this Agreement, prosecuting or defending litigation related to this Agreement, complying with applicable governmental regulations with respect to performance under this Agreement, obtaining Regulatory Approval or fulfilling post-approval regulatory obligations for the Licensed Products, or otherwise required by applicable law; provided, however, that if a Party is required by applicable law or the rules of any securities exchange or automated quotation system to make any such disclosure of the other 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 other Party of such disclosure requirement and, in each of the foregoing, will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed and will only disclosed that Confidential Information that is required to be disclosed; (c) to advisors (including lawyers and accountants) on a need to know basis, in each case under appropriate confidentiality provisions or professional standards of confidentiality substantially equivalent to those of this Agreement, or (d) to the extent mutually agreed to by the Parties. Each Party acknowledges and agrees that the other Party may submit this Agreement to the SEC and if a Party does submit this Agreement to the SEC, such Party agrees to consult with the other Party with respect to the preparation and submission of, a confidential treatment request for this Agreement. If a Party is required by applicable law to make a disclosure of the terms of this Agreement in a filing with Sublicensees or other submission to the SEC, and [*****], then such Party will have the right to make such public disclosure at the time and in the manner reasonably determined by its counsel to be required by applicable law. Notwithstanding anything to the contrary herein, it is hereby understood and agreed that if a Party seeking to make a disclosure to the SEC as set forth in this Section 5.5(b), [*****] such comments, limit disclosure or obtain confidential treatment to the extent reasonably requested by the other Partysublicensees.

Authorized Disclosure. Except Ardelyx may disclose Product Information and each Party may disclose Confidential Information (other than Product Information) to the extent that such disclosure is: (a) required by law, order, or regulation of a government agency or a court of competent jurisdiction, or by the rules of a securities exchange, provided that the Party required to make such disclosure shall (i) give the other Party reasonable advance notice of and an opportunity to comment on any such required disclosure, (ii) if requested by the other Party, use Commercially Reasonable Efforts to obtain protective orders or any available limitations on or exemptions from such disclosure requirement where applicable and practicable; (b) made to a patent office for the purposes of filing or enforcing a Patent as expressly provided otherwise permitted in this Agreement, each Party may use and disclose Confidential Information provided, however, that reasonable measures shall be taken to assure confidential treatment of such information, to the extent such protection is available; (c) made by AstraZeneca or its Affiliates, Distributors, Sublicensees or other Party solely sublicensees or by Ardelyx (as follows: (aexpressly authorized under this Agreement or as necessary to conduct Ardelyx’s obligations under this Agreement) under appropriate confidentiality provisions substantially equivalent to those a Regulatory Health Authority for the purposes of any filing, application or request for Regulatory Approval for Licensed Compounds or Licensed Products as permitted in this Agreement: ; (id) made to investment bankers, financial advisors, actual or potential Third Party partners, investors, licensees, sublicensees or acquirers of all or substantially all of the assets to which this Agreement relates; (e) made by AstraZeneca or its Affiliates, Distributors, Sublicensees, or other sublicensees to Third Parties as may be necessary or useful in connection with the Exploitation of the Licensed Compounds or Licensed Products as contemplated by this Agreement, including subcontracting or sublicensing transactions in connection therewith or (f) made by Ardelyx to Third Parties as may be necessary or useful in connection with its performance of its obligations under this Agreement; provided that with respect to disclosures as per subsection (d), (e), (f), or the following sentence, the Party making such disclosures shall ensure that each Third Party recipient is bound by obligations of confidentiality no less restrictive than those contained in this Agreement and shall be liable to the other Party for any breach of such confidentiality obligations by the relevant recipient. In addition (but without prejudice to) the above provisions, each Party shall be entitled to disclose, under a binder of confidentiality containing provisions as reasonably necessary or useful in protective as those of this Article 10, Confidential Information to any Third Party for the exercise purpose of its rights carrying out activities authorized under this Agreement, including the right without limitation disclosures to grant licenses or sublicenses as permitted hereunder, or (ii) to actual or potential bona fide (sub)licensees, acquirers or assignees, collaborators, investment bankers, investors or lenders with whom a Party (or its Affiliates) has entered into good faith negotiations regarding a proposed transaction, or; (b) to the extent such disclosure is to a governmental authority as reasonably necessary in filing or prosecuting the UHN Patent Rights or Present Improvement Patent Rights, copyright and trademark applications in accordance with this Agreement, prosecuting or defending litigation related to this Agreement, complying with applicable governmental regulations with respect to performance under this Agreement, obtaining Regulatory Approval or fulfilling post-approval regulatory obligations for the Licensed Products, or otherwise required by applicable law; provided, however, that if a Party is required by applicable law or the rules of any securities exchange or automated quotation system to make any such disclosure of the other 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 other Party of such disclosure requirement and, in each of the foregoing, will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed and will only disclosed that Confidential Information that is required to be disclosed; (c) to advisors (including lawyers and accountants) on a need to know basis, in each case under appropriate confidentiality provisions or professional standards of confidentiality substantially equivalent to those of this Agreement, or (d) to the extent mutually agreed to by the Parties. Each Party acknowledges and agrees that the other Party may submit this Agreement to the SEC and if a Party does submit this Agreement to the SEC, such Party agrees to consult with the other Party with respect to the preparation and submission of, a confidential treatment request for this Agreement. If a Party is required by applicable law to make a disclosure of the terms of this Agreement in a filing with Sublicensees or other submission to the SEC, and [*****], then such Party will have the right to make such public disclosure at the time and in the manner reasonably determined by its counsel to be required by applicable law. Notwithstanding anything to the contrary herein, it is hereby understood and agreed that if a Party seeking to make a disclosure to the SEC as set forth in this Section 5.5(b), [*****] such comments, limit disclosure or obtain confidential treatment to the extent reasonably requested by the other Partysublicensees.

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, each a Receiving Party may use and disclose Confidential Information of the other Disclosing Party solely as follows: (ai) under appropriate confidentiality provisions substantially equivalent similar to those in this Agreement: (i) , in connection with the performance of its obligations or as reasonably necessary or useful in the exercise of its rights under granted or reserved in this Agreement, Agreement (including the right rights to commercialize Products and to grant licenses or and sublicenses as permitted hereunder, ); or (ii) to actual or potential bona fide (sub)licensees, acquirers or assignees, collaborators, investment bankers, investors or lenders with whom a Party (or its Affiliates) has entered into good faith negotiations regarding a proposed transaction, or; (b) to the extent such disclosure is to a governmental authority as reasonably necessary in filing or prosecuting the UHN Patent Rights or Present Improvement Patent Rightspatent, copyright and trademark applications in accordance with this Agreementapplications, prosecuting or defending litigation related to this Agreementlitigation, complying with applicable governmental regulations with respect to performance under this Agreementregulations, obtaining Regulatory Approval regulatory approval, conducting pre-clinical activities or fulfilling post-approval regulatory obligations for the Licensed clinical trials, marketing Products, or otherwise required by applicable law; provided, however, that if a Receiving Party is required by applicable law or the rules of any securities exchange or automated quotation system regulation to make any such [***] THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. 50 disclosure of the other a Disclosing Party’s 's Confidential Information it will, except where impracticable for necessary disclosures (disclosures, for example, example in the event of medical emergency), give reasonable advance notice to the other Disclosing Party of such disclosure requirement and, except to the extent inappropriate in each the case of the foregoingpatent applications, will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed and will only disclosed that Confidential Information that is required to be disclosed; or (ciii) to in communication with investors, consultants, advisors (including lawyers and accountants) or others on a need to know basis, in each case under appropriate confidentiality provisions or professional standards of confidentiality substantially equivalent to those of this Agreement, ; or (div) to the extent mutually agreed to in writing by the Parties. Each Party acknowledges and agrees that the other Party may submit this Agreement to the SEC and if a Party does submit this Agreement to the SEC, such Party agrees to consult with the other Party with respect to the preparation and submission of, a confidential treatment request for this Agreement. If a Party is required by applicable law to make a disclosure of the terms of this Agreement in a filing with or other submission to the SEC, and [*****], then such Party will have the right to make such public disclosure at the time and in the manner reasonably determined by its counsel to be required by applicable law. Notwithstanding anything to the contrary herein, it is hereby understood and agreed that if a Party seeking to make a disclosure to the SEC as set forth in this Section 5.5(b), [*****] such comments, limit disclosure or obtain confidential treatment to the extent reasonably requested by the other Party.

Authorized Disclosure. Except as expressly provided otherwise in this AgreementNotwithstanding the foregoing, each Party of MELINTA and WAKUNAGA may use and disclose Confidential Information of the other Disclosing Party solely as follows: (a) under appropriate confidentiality provisions substantially equivalent to those in this Agreement: (i) in connection with the performance of its obligations or as reasonably necessary or useful in the exercise of its rights under this Agreement, including the right to grant licenses or sublicenses as permitted hereunder, or (ii) to actual or potential bona fide (sub)licensees, acquirers or assignees, collaborators, investment bankers, investors or lenders with whom a Third Party (or its Affiliates) has entered into good faith negotiations regarding a proposed transaction, or; (b) to the extent such disclosure is to a governmental authority as reasonably necessary in filing to exercise the rights granted to or prosecuting the UHN Patent Rights or Present Improvement Patent Rights, copyright and trademark applications in accordance with this Agreement, prosecuting or defending litigation related to this Agreement, complying with applicable governmental regulations with respect to performance retained by it under this Agreement, obtaining Regulatory Approval or fulfilling post-approval regulatory obligations for the Licensed Productsto conduct clinical trials as permitted hereunder with respect to Products or in prosecuting patent applications, or otherwise prosecuting or defending litigation, or to the extent required by to comply with applicable lawgovernmental regulations, the requirements of a tax authority, Regulatory Authority or other governmental entity; provided, however, that if a Party is required by applicable law or the rules of any securities exchange or automated quotation system to make any such disclosure of the other Disclosing Party’s Confidential Information Information, to the extent it willmay legally do so, except where impracticable for necessary disclosures it will give [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. reasonable (for example, in under the event of medical emergency), give reasonable circumstances) advance notice to the other Disclosing Party of such disclosure requirement andso as to permit the Disclosing Party to secure, in each of the foregoingif it so desires, will use its reasonable efforts to secure confidential treatment of such Confidential Information prior to its disclosure (whether through protective orders or otherwise). If the Disclosing Party has not filed a patent application with respect to such Confidential Information, it may require the Receiving Party to delay the proposed disclosure (to the extent the Disclosing Party may legally do so), for up to ninety (90) days, to allow for the filing of such an application; provided, that if a disclosure is required by law or order and such a delay is not possible, the Parties shall cooperate to be disclosed and will only disclosed that restrict or delay disclosure to the extent possible in order to allow for the filing of such an application or the securing of other protection for such Confidential Information. Further, WAKUNAGA retains a right to disclose to AbbVie any part of Confidential Information that is required to be disclosed; (c) to advisors (including lawyers and accountants) on a need to know basis, in each case under appropriate confidentiality provisions or professional standards of confidentiality substantially equivalent to those contents of this Agreement, or (d) but within and to the extent mutually agreed of necessity to by the Parties. Each Party acknowledges and agrees that the other Party may submit this Agreement to the SEC and if a Party does submit this Agreement to the SEC, such Party agrees to consult with the other Party with respect to the preparation and submission of, a confidential treatment request for this Agreement. If a Party is required by applicable law to make a disclosure of the terms of this Agreement in a filing with or other submission to the SEC, and [*****], then such Party will have the right to make such public disclosure at the time and in the manner reasonably determined by its counsel to be required by applicable law. Notwithstanding anything to the contrary herein, it is hereby understood and agreed that if a Party seeking to make a disclosure to the SEC obtain AbbVie’s consent as set forth in this Section 5.5(b), [*****] such comments, limit disclosure 2.5 hereof or obtain confidential treatment to the extent reasonably requested as otherwise required by the other PartyTermination Agreement, subject to AbbVie’s agreement to maintain such information as confidential, and provided that MELINTA shall be given prior notice of the nature and content of any such disclosure to AbbVie.

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, each Party may use and disclose Confidential Information of the other Party solely as follows: (ai) under appropriate confidentiality provisions substantially equivalent to those in this Agreement: Agreement (ibut for a confidentiality period that is reasonable and customary under the applicable circumstances) in connection with the performance of its obligations or as reasonably necessary or useful in the exercise of its rights under this Agreement, including the right to grant licenses or sublicenses as permitted hereunder, or ; (ii) to actual or potential bona fide (sub)licensees, acquirers or assignees, collaborators, investment bankers, investors or lenders with whom a Party (or its Affiliates) has entered into good faith negotiations regarding a proposed transaction, or; (b) to the extent such disclosure is to a governmental authority as reasonably necessary in filing prosecuting or prosecuting the UHN maintaining any Patent Rights or Present Improvement Patent Rights, copyright and trademark applications other intellectual property right in accordance with this Agreement, prosecuting or defending litigation related to this Agreement, complying with applicable governmental regulations with respect to performance under this AgreementAgreement (including to comply with the applicable rules of any public stock exchange upon which the stock of such Party or its Affiliate is listed), obtaining Regulatory Approval or fulfilling post-approval regulatory obligations for provided that the Licensed ProductsParty seeking to disclose Confidential Information of the other Party uses commercially reasonable efforts, or consistent with typical practice in the pharmaceutical industry, to secure confidential treatment thereof, as applicable; (iii) to the extent such disclosure is otherwise required by applicable law; , provided, however, that if a Party is required by applicable law or the rules of any securities exchange or automated quotation system court order to make any such disclosure of the other 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 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 and will only disclosed that limit disclosure of the Confidential Information to only that is required part necessary to be disclosedcomply with the request; any disclosure of Confidential Information as permitted in the foregoing sentence shall not alter the confidential nature of such Confidential Information for all other purposes; (civ) to in communication with advisors (including financial advisors, lawyers and accountants) or actual or bona fide potential investors or acquirers, or actual or bona fide potential licensees or sublicensees related to Products, or approved or permitted contractors, service providers, vendors and the like used (or to be used) in connection with activities hereunder, each on a need to know basis, and in each case under appropriate standard confidentiality provisions or professional standards obligations (subject to the allowances for term of confidentiality substantially equivalent provided in subsection (i) above, except with respect to those disclosures to actual or bona fide potential investors and acquirers receiving any technical data or information related to the Licensed Products that is Confidential Information of this Agreementthe other Party shall be subject to obligations of confidentiality for a period of at least five (5) years after such disclosure, or (dv) to the extent mutually agreed to by the Parties. Each Party acknowledges and agrees that the other Party may submit this Agreement In addition to the SEC and if a Party does submit this Agreement to the SECforegoing, such Party agrees to consult with the other Party with respect to complying with the preparation disclosure requirements of the U.S. Securities and submission ofExchange Commission (“SEC”) or similar regulatory bodies or the rules of an applicable public stock exchange, a in connection with any required disclosure of material information related to this Agreement, the Parties shall consult with one another concerning the information to be disclosed and secure confidential treatment request for this Agreementthereof where practicable. If a time does not permit such discussion, or if after such discussion between counsel, the Party desiring to make the disclosure still believes such Party is required by applicable law to make a disclosure of the terms of this Agreement in a filing with Law or other submission to the SEC, and [*****], then such Party will have the right applicable stock exchange rule to make such public disclosure at disclosure, it may do so, upon written notice to the time and other Party. For clarity, nothing in the manner reasonably determined by its counsel to be this Section 5.2 shall prevent any Party from making disclosures required by applicable law. Notwithstanding anything to the contrary herein, it is hereby understood and agreed that if a Party seeking to make a disclosure to the SEC as set forth in this Section 5.5(b), [*****] such comments, limit disclosure or obtain confidential treatment to the extent reasonably requested by the other Party.

Authorized Disclosure. Except as expressly provided otherwise in Notwithstanding any other provision of this Agreement, each Party may use and disclose Confidential Information of the other Party solely to the extent and to the Persons as follows: (a) under appropriate confidentiality provisions substantially equivalent required by Applicable Law, legal process, court order or the rules of the National Association of Securities Dealers or of a Regulatory Authority; provided, however, that the Party required or intending to those disclose the other Party’s Confidential Information shall, to the extent permitted by such Applicable Law, process, order or rules, first have given prompt notice to such other Party to enable it to seek any available exemptions from or limitations on such disclosure requirement and shall reasonably cooperate in this Agreement: (i) such efforts by the other Party. Notwithstanding anything to the contrary in connection with Section 9.1, Corregidor may also disclose the performance Confidential Information of Alkermes to the extent required in its obligations or as reasonably necessary or useful in the exercise of its rights under reasonable judgment to Develop, Manufacture and Commercialize Licensed Products pursuant to this Agreement, including the right to grant licenses or sublicenses (i) prosecute patent applications directed to Licensed Products and as permitted hereunderotherwise contemplated in this Agreement, or (ii) to make filings and submissions to, or correspond or communicate with, Regulatory Authorities, (iii) conduct discussions with actual or potential bona fide (sub)licenseesinvestors, Collaboration Partners, acquirers or assigneesDistributors, collaboratorsand (iv) secure, investment bankersoperate and maintain appropriate facilities and capabilities to support, investors or lenders with whom a Party (or its Affiliates) has entered into good faith negotiations regarding a proposed transactionand otherwise to conduct, or; (b) to the extent such disclosure is to a governmental authority as reasonably necessary in filing or prosecuting the UHN Patent Rights or Present Improvement Patent RightsDevelopment, copyright Manufacture and trademark applications in accordance with this Agreement, prosecuting or defending litigation related Commercialization of Licensed Products pursuant to this Agreement. Notwithstanding the foregoing, complying in the event that Corregidor discovers in the Documentation any Confidential Information of Alkermes that it believes may comprise any Confidential Information of Xxx Xxxxx and Company, then Corregidor shall promptly provide such Confidential Information to Alkermes. If Alkermes confirms that such Confidential Information comprises Confidential Information of Xxx Lilly and Company, then Corregidor shall maintain such Confidential Information in confidence and not disclose it to any Third Party. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. EXECUTION COPY In addition, notwithstanding the foregoing, in the event that Corregidor discovers any Confidential Information of Alkermes that it believes comprises detailed information relating to pharmaceutical product formulations or pharmaceutical product manufacturing processes that does not fall within the exceptions set forth in Sections 1.27 (a) through (d) (“Alkermes Proprietary Information”), and if Corregidor wishes to disclose such Confidential Information to a Third Party in connection with applicable governmental regulations disclosures permitted pursuant to subsections (iii) and (iv) above, then Corregidor may disclose such Confidential Information pursuant to a written agreement with respect to performance under this Agreementa Third Party that imposes an obligation of non-use for any purpose other than the Development, obtaining Regulatory Approval Manufacture or fulfilling post-approval regulatory obligations Commercialization of Licensed Products or for the Licensed Productsconduct of Corregidor’s business, or otherwise required by applicable lawand imposes obligations of confidentiality and non-disclosure, all for a period of at least [***] from the date of disclosure (a “Proprietary Information CDA”). If Corregidor desires to confirm whether such Confidential Information of Alkermes constitutes Alkermes Proprietary Information, Corregidor may provide such Confidential Information to Alkermes for review at least [***] prior to the date of its intended disclosure to obtain such confirmation; provided, however, that if Corregidor provides to Alkermes an amount of Confidential Information for review that is greater in quantity than the amount of material that could reasonably be reviewed during a Party is required by applicable law [***] period, such period shall be extended accordingly. If during such [***] (or appropriately extended) period, Alkermes confirms that such Confidential Information comprises Alkermes Proprietary Information, then Alkermes will notify Corregidor of such confirmation prior to expiration of such [***] (or appropriately extended) period. Following the rules receipt of any securities exchange or automated quotation system such confirmation, Corregidor may only disclose such Confidential Information pursuant to Proprietary Information CDA. If Alkermes does not confirm that such Confidential Information comprises Alkermes Proprietary Information during such time period, then Corregidor shall be free to make any such disclosure of the other 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 other Party of such disclosure requirement and, in each of the foregoing, will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed and will only disclosed that Confidential such Third Party without a Proprietary Information that is required to be disclosed; (c) to advisors (including lawyers and accountants) on a need to know basis, in each case under appropriate confidentiality provisions or professional standards of confidentiality substantially equivalent to those of this Agreement, or (d) to the extent mutually agreed to by the Parties. Each Party acknowledges and agrees that the other Party may submit this Agreement to the SEC and if a Party does submit this Agreement to the SEC, such Party agrees to consult with the other Party with respect to the preparation and submission of, a confidential treatment request for this Agreement. If a Party is required by applicable law to make a disclosure of the terms of this Agreement in a filing with or other submission to the SEC, and [*****], then such Party will have the right to make such public disclosure at the time and in the manner reasonably determined by its counsel to be required by applicable law. Notwithstanding anything to the contrary herein, it is hereby understood and agreed that if a Party seeking to make a disclosure to the SEC as set forth in this Section 5.5(b), [*****] such comments, limit disclosure or obtain confidential treatment to the extent reasonably requested by the other PartyCDA.

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, each a Receiving Party may use and disclose Confidential Information of the other Disclosing Party solely as follows: (ai) under appropriate confidentiality provisions substantially equivalent to at least as restrictive as those set forth in this Agreement: (i) , in connection with the performance of its obligations or as reasonably necessary or useful in the exercise of its rights under granted in this Agreement, Agreement (including the right rights to commercialize products and to grant licenses or and sublicenses as permitted hereunder, ); or (ii) to actual or potential bona fide (sub)licensees, acquirers or assignees, collaborators, investment bankers, investors or lenders with whom a Party (or its Affiliates) has entered into good faith negotiations regarding a proposed transaction, or; (b) to the extent such disclosure is to a governmental authority as reasonably necessary necessary, in the opinion of the Receiving Party’s counsel, in filing or prosecuting the UHN Patent Rights or Present Improvement Patent Rightspatent, copyright and trademark applications in accordance with this Agreementapplications, prosecuting or defending litigation related to this Agreementlitigation, complying with applicable governmental regulations with respect to performance under this Agreementregulations, obtaining Regulatory Approval or fulfilling post-approval regulatory obligations for the Licensed Productsapproval, or as otherwise required by applicable law; provided, however, that if a Receiving Party is required by applicable law or the rules of any securities exchange or automated quotation system regulation to make any such disclosure of the other a Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosures (for example, in the event of medical emergency), will give reasonable advance notice to the other Disclosing Party of such disclosure requirement and, except to the extent inappropriate in each the case of the foregoingpatent applications, will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed and will only disclosed that Confidential Information that is required to be disclosed; or (ciii) to in communication with its agents, consultants, lawyers, or advisors (including lawyers and accountants) on a need to know basis, in each case under appropriate confidentiality provisions or professional standards of confidentiality substantially equivalent to those of this Agreement, ; or (div) to the extent mutually agreed to in writing by the Parties. Each Party acknowledges and agrees that the other Party may submit this Agreement to the SEC and if a Party does submit this Agreement to the SEC; provided, such Party agrees to consult with the other Party with respect to the preparation and submission ofhowever, a confidential treatment request for this Agreement. If a Party is required by applicable law to make a disclosure that, in each of the terms of above situations, the Receiving Party shall remain responsible for any failure by any Person who receives the Confidential Information pursuant to this Agreement in a filing with or other submission Section 7.3 to the SEC, and [treat such Confidential Information as required under this Article 7. *****]* INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, then such Party will have the right to make such public disclosure at the time and in the manner reasonably determined by its counsel to be required by applicable lawAS AMENDED. Notwithstanding anything to the contrary herein, it is hereby understood and agreed that if a Party seeking to make a disclosure to the SEC as set forth in this Section 5.5(b), [*****] such comments, limit disclosure or obtain confidential treatment to the extent reasonably requested by the other Party.EXECUTION COPY Confidential

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, each including but not limited to the restrictions set forth in Section 2.5 above, a Receiving Party may use and disclose Confidential Information of the other Disclosing Party solely as follows: (a) under appropriate confidentiality provisions substantially equivalent to those in this Agreement: (i) in connection with the performance of its obligations or as reasonably necessary or useful in the exercise of its rights under granted or reserved in this Agreement, Agreement (including the right rights to grant licenses Develop and Commercialize the Covered Products); or sublicenses as permitted hereunder, or (ii) to actual or potential bona fide (sub)licensees, acquirers or assignees, collaborators, investment bankers, investors or lenders with whom a Party (or its Affiliates) has entered into good faith negotiations regarding a proposed transaction, or; (b) to the extent such disclosure is to a governmental authority as reasonably necessary in filing or prosecuting the UHN Patent Rights or Present Improvement Patent Rightspatent, copyright and trademark applications in accordance with this Agreementapplications, prosecuting or defending litigation related to this Agreementlitigation, complying with applicable governmental regulations with respect to performance under this Agreementregulations, obtaining Regulatory Approval or fulfilling post-approval regulatory obligations for the Licensed approval, conducting Clinical Trials, Developing and/or Commercializing Covered Products, or otherwise required by applicable lawLaw; provided, however, that if a Receiving Party is required in litigation or by applicable law Law or the rules of any securities exchange or automated quotation system regulation to make any such disclosure of the other a Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosures (for example, in the event of medical emergency), shall give reasonable advance notice to the other Disclosing Party of such disclosure requirement and, except to the extent inappropriate in each the case of the foregoingpatent applications, will shall use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed and will only disclosed that Confidential Information that is required to be disclosed; or (c) to advisors (including lawyers and accountants) on a need to know basis, in each case under appropriate confidentiality provisions or professional standards of confidentiality substantially equivalent to those of this Agreement, or (d) to the extent 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 from the Receiving Party pursuant to this Section 8.2 to treat such Confidential Information as required under this Section 8.2. Each Party acknowledges and agrees that the other In addition, a Receiving Party may submit this Agreement disclose Confidential Information of the Disclosing Party to (i) any of its Affiliates and Permitted Transferees, or in connection with due diligence investigations by or on behalf of a Third Party in connection with a potential license, collaboration, investment, merger, or acquisition with or by such Third Party, and (ii) in the SEC and if case of Company, to Third Parties in connection with due diligence investigations by or on behalf of a Third Party does submit this Agreement in connection with a potential license, collaboration, investment or other financing, merger, or acquisition with or by such Third Party, provided in each of the foregoing cases that such Third Party that reasonably needs to the SEC, have access to such Party Confidential Information agrees to consult with the other Party with respect to the preparation and submission of, a confidential treatment request for this Agreement. If a Party is required be bound by applicable law to make a disclosure of the reasonable terms of this Agreement in a filing with or other submission to the SEC, confidentiality and [*****], then such Party will have the right to make such public disclosure non-use at the time and in the manner reasonably determined by its counsel to be required by applicable law. Notwithstanding anything to the contrary herein, it is hereby understood and agreed that if a Party seeking to make a disclosure to the SEC least as stringent as those set forth in this Section 5.5(b)Article 8, [*****] to limit such commentsdisclosure to only personnel having a need to know such information, limit disclosure and to return or obtain confidential treatment certify to the extent reasonably requested by Receiving Party as to the other Partydestruction of such Confidential Information promptly after completing the due diligence investigation, negotiation, or transaction, as the case may be.

Authorized Disclosure. Except as expressly provided otherwise in this the Transaction Agreements (or the Astellas Agreement), each Party may use and disclose Confidential Information of the other Party solely Parties as follows: (ai) under appropriate confidentiality provisions substantially equivalent to those in this Agreement: Agreement (iexcept that the term of confidentiality may be shorter than the term of confidentiality herein, but in no event less than five (5) years after the termination of the agreement with the disclosee containing such confidentiality provisions): (A) in connection with the performance of its obligations or as reasonably necessary or useful in the exercise of its rights under this the Transaction Agreements (or the Astellas Agreement), including the right to grant licenses or sublicenses or extension of the licenses and sublicenses to Affiliates and subcontractors as permitted hereunder, hereunder or (ii) to actual or potential bona fide (sub)licensees, acquirers or assignees, collaborators, investment bankers, investors or lenders with whom a Party in the other Transaction Agreements (or its Affiliates) has entered into good faith negotiations regarding a proposed transactionthe Astellas Agreement), or; and (bB) to the extent such disclosure is reasonably necessary or useful in conducting activities under the 4 Program or Other Programs; (ii) to a governmental authority as the extent such disclosure is reasonably necessary in filing prosecuting or prosecuting the UHN Patent Rights maintaining any patent or Present Improvement Patent Rights, copyright and trademark applications other Intellectual Property in accordance with this the Transaction Agreements (or the Astellas Agreement), prosecuting or defending litigation related to this the Transaction Agreements (or the Astellas Agreement), complying with applicable governmental regulations with respect to performance under this Agreementthe Transaction Agreements or the Astellas Agreement (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 any regulatory filings, otherwise obtaining Regulatory Approval marketing approvals or fulfilling post-marketing approval regulatory obligations for products that are the Licensed Productssubject a Transaction Agreement (or the Astellas Agreement), or otherwise required by applicable lawLegal Requirements; provided, however, that if a Party is required by applicable law Legal Requirements or the rules of any securities exchange or automated quotation system court order to make any such disclosure of the other another Party’s Confidential Information it such Party will, except where impracticable for necessary disclosures (for example, in the event of medical emergency), give reasonable advance notice to the 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 and will only disclosed that Confidential Information that is required to be disclosed; (ciii) to in communication with advisors (including financial advisors, lawyers and accountants) or actual or bona fide potential investors or acquirers, or actual or bona fide potential licensees or sublicensees related to products that are the subject of the Transaction Agreements (or the Astellas Agreement), or approved or permitted contractors, service providers, vendors and the like used (or to be used) in connection with activities under any Transaction Agreement or the Astellas Agreement, each on a need to know basis, and in each case under appropriate standard confidentiality provisions or professional standards obligations (subject to the allowances for term of confidentiality substantially equivalent to those of this Agreementprovided in subsection (i) above), or (div) to the extent mutually agreed to by the Parties. Each Party acknowledges and agrees that the other Party may submit this Agreement In addition to the SEC and if a Party does submit this Agreement to the SECforegoing, such Party agrees to consult with the other Party with respect to complying with the preparation and submission ofdisclosure requirements of the SEC or similar regulatory bodies or the rules of an applicable public stock exchange, a confidential treatment request for in connection with any required disclosure of material information related to this Agreement. If a Party is required by applicable law to make a disclosure of , the terms of this Agreement in a filing Parties shall consult with or other submission to one another concerning the SEC, and [*****], then such Party will have the right to make such public disclosure at the time and in the manner reasonably determined by its counsel information to be required by applicable law. Notwithstanding anything to the contrary herein, it is hereby understood and agreed that if a Party seeking to make a disclosure to the SEC as set forth in this Section 5.5(b), [*****] such comments, limit disclosure or obtain confidential treatment to the extent reasonably requested by the other Partydisclosed where practicable.

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, each Party may use and disclose Confidential Information of the other Party solely as follows: (a) under appropriate confidentiality provisions substantially equivalent to those in this Agreement: (i) in connection with the performance of its obligations or as reasonably necessary or useful in the exercise of its rights under this Agreement, including the right to grant licenses or sublicenses as permitted hereunder, (ii) to the extent such disclosure is reasonably necessary or useful in conducting Clinical Trials under this Agreement; or (iiiii) to actual or potential bona fide (sub)licensees, acquirers or assignees, collaborators, investment bankers, investors or lenders with whom a Party (or its Affiliates) has entered into good faith negotiations regarding a proposed transaction, orlenders; (b) to the extent such disclosure is to a governmental authority Governmental Authority as reasonably necessary in filing or prosecuting the UHN Patent Rights or Present Improvement Patent RightsPatent, copyright and trademark applications in accordance with this Agreement, prosecuting or defending litigation related to this Agreement, complying with applicable governmental regulations with respect to performance under this Agreement, obtaining Regulatory Approval or fulfilling post-approval regulatory obligations for the Licensed Compounds or Products, or otherwise required by applicable lawApplicable Law; provided, however, that if a Party is required by applicable law Applicable Law or the rules of any securities exchange or automated quotation system to make any such disclosure of the other 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 other Party of such disclosure requirement and, in each of the foregoing, will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed and will only disclosed that Confidential Information that is required to be disclosed; (c) to advisors (including lawyers and accountants) on a need to know basis, in each case under appropriate confidentiality provisions or professional standards of confidentiality substantially equivalent to those of this Agreement, ; or (d) to the extent mutually agreed to by the Parties. Notwithstanding the foregoing, the Parties will agree upon and release a mutual press release to announce the execution of this Agreement and for use in responding to inquiries about the Agreement. Anchiano will draft such mutual press release and provide it to ADT for ADT’s review and comment at least twenty-four (24) hours prior to its release; thereafter, ADT and Anchiano may each disclose to Third Parties the information contained in such press release without the need for further approval by the other. Each Party acknowledges and agrees that the other Party may submit this Agreement to the SEC and if a Party does submit this Agreement to the SEC, such Party agrees to consult with the other Party with respect to the preparation and submission of, a confidential treatment request for this Agreement. If a Party is required by applicable law Applicable Law to make a disclosure of the terms of this Agreement in a filing with or other submission to the SEC, and [*****](A) such Party has provided copies of the disclosure to the other Party as far in advance of such filing or other disclosure as is reasonably practicable under the circumstances, (B) such Party has promptly notified the other Party in writing of such requirement and any respective timing constraints, and (C) such Party has given the other Party a reasonable time under the circumstances from the date of notice by such Party of the required disclosure to comment upon, request confidential treatment or approve such disclosure, then such Party will have the right to make such public disclosure at the time and in the manner reasonably determined by its counsel to be required by applicable lawApplicable Law. Notwithstanding anything to the contrary herein, it is hereby understood and agreed that if a Party seeking to make a disclosure to the SEC as set forth in this Section 5.5(b)10.2, [*****] and the other Party provides comments within the respective time periods or constraints specified herein or within the respective notice, the Party seeking to make such disclosure or its counsel, as the case may be, will in good faith (1) consider incorporating such comments and (2) use reasonable efforts to incorporate such comments, limit disclosure or obtain confidential treatment to the extent reasonably requested by the other Party. Each Party will have the right to issue additional press releases or to make public disclosures with the prior written agreement of the other Party.

Authorized Disclosure. Except as expressly otherwise provided otherwise in this Agreement, each a Receiving Party may use and disclose Confidential Information of the other Disclosing Party solely as follows: (a) Confidential Information may be shared with a Party’s and its Affiliates’ employees and agents (including, without limitation, consultants, attorneys, accountants and financial advisors) under appropriate confidentiality provisions substantially equivalent to not less restrictive than those contained in this Agreement: (i) , in connection with the performance of its obligations or as reasonably necessary or useful in the exercise of its rights under granted or reserved in 23 [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. this Agreement, including the right to grant licenses or sublicenses as permitted hereunder, or (ii) to actual or potential bona fide (sub)licensees, acquirers or assignees, collaborators, investment bankers, investors or lenders with whom a Party (or its Affiliates) has entered into good faith negotiations regarding a proposed transaction, or; (b) to the extent such disclosure is to a governmental authority as reasonably necessary in filing or prosecuting the UHN Patent Rights or Present Improvement Patent Rights, copyright and trademark applications in accordance with this Agreement, prosecuting or defending litigation related to this Agreement[*], complying with applicable governmental regulations with respect to performance under this Agreementregulations, obtaining Regulatory Approval or fulfilling post-approval regulatory obligations for the Approval, complying with government subpoenas, marketing Licensed Products, Products or otherwise required by applicable lawApplicable Law; provided, however, that if a Receiving Party is required by applicable law subpoena or the rules of any securities exchange or automated quotation system Applicable Law to make any such disclosure of the other a Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosures (for example, in the event of medical emergency), shall give reasonable advance notice to the other Disclosing Party of such disclosure requirement and, except to the extent inappropriate in each the case of the foregoing[*], will shall use its reasonable efforts to the extent practicable to secure confidential treatment of such Confidential Information required to be disclosed and will only disclosed that Confidential Information that is required to be disclosed; (c) to existing or prospective advisors (including lawyers and accountants) on a need to know basisor investors, in each case under appropriate confidentiality provisions or professional standards of confidentiality substantially equivalent to not less restrictive than those of contained in this Agreement; (d) as reasonably required under the circumstances, to a Third Party in connection with: (i) a merger, consolidation or similar transaction by such Party, or (dii) the sale of all or substantially all of the assets of such Party or to which this Agreement relates, in each case under appropriate confidentiality provisions not less restrictive than those contained in this Agreement; (e) to the extent necessary, Confidential Information may be shared with [*] under appropriate confidentiality provisions not less restrictive than those contained in this Agreement; or (f) to the extent mutually agreed to in writing by the Parties. Each Party acknowledges and agrees that In each of the other Party may submit this Agreement above authorized disclosures, except to the SEC and if a Party does submit this Agreement to the SEC, extent such Party agrees to consult with the other Party with respect to the preparation and submission of, a confidential treatment request for this Agreement. If a Party disclosure is required by applicable law Applicable Law, the Receiving Party shall remain responsible for any failure by any Person who receives the Confidential Information pursuant to make a disclosure of the terms of this Agreement in a filing with or other submission to the SEC, and [*****], then such Party will have the right to make such public disclosure at the time and in the manner reasonably determined by its counsel to be required by applicable law. Notwithstanding anything to the contrary herein, it is hereby understood and agreed that if a Party seeking to make a disclosure to the SEC as set forth in this Section 5.5(b), [*****] 9.2 to treat such comments, limit disclosure or obtain confidential treatment to the extent reasonably requested by the other Party.Confidential Information as required under this Article 9. ARTICLE 10

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, each a Receiving Party or its Affiliates may use and disclose to Third Parties Confidential Information of the other Disclosing Party solely as follows: (ai) with respect to any such disclosure of Confidential Information, under appropriate confidentiality provisions substantially equivalent to no less restrictive than those in this Agreement: (i) , and solely in connection with the performance of its obligations or as reasonably necessary or useful in the exercise of its rights under granted or reserved in this AgreementAgreement (including, including without limitation, the right rights to Develop and Commercialize Licensed Compounds, Products, and/or Discontinued Products, and to grant licenses and sublicenses hereunder), provided, that Confidential Information may be disclosed by a Receiving Party to a governmental entity or sublicenses as permitted agency without requiring such entity or agency to enter into a confidentiality agreement 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, or ; (ii) to actual or potential bona fide (sub)licensees, acquirers or assignees, collaborators, investment bankers, investors or lenders with whom a Party (or its Affiliates) has entered into good faith negotiations regarding a proposed transaction, or; (b) to the extent such disclosure is to a governmental authority as reasonably necessary in filing or prosecuting the UHN Patent Rights or Present Improvement Patent Rightspatent, copyright and trademark applications in accordance with this Agreement, prosecuting or defending litigation related (subject to this AgreementSection 8.6 below), complying with applicable governmental regulations with respect to performance under this Agreementregulations, obtaining Regulatory Approval or fulfilling post-approval regulatory obligations for the Licensed Approvals, conducting clinical trials, marketing 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 applicable law or the rules of any securities exchange or automated quotation system regulation to make any such disclosure of the other a Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosures (disclosures, for example, but without limitation, in the event of a medical emergency), give reasonable advance notice to the other Disclosing Party of such disclosure requirement and, in each of the foregoing, and will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed and will only disclosed that Confidential Information that is required to be disclosed; (ciii) to in communication with actual or potential lenders, arm’s-length financial investors, merger partners, acquirers, consultants, or professional advisors (including lawyers and accountants) on a need to need-to-know basis, in each case under appropriate confidentiality provisions or professional standards of confidentiality substantially equivalent to no less restrictive than those of this Agreement, or ; (div) to the extent mutually agreed to by the Parties. Each Party acknowledges and agrees that the other Party may submit this Agreement to the SEC and if a Party does submit this Agreement to the SEC, such Party agrees to consult with the other Party with respect to the preparation and submission of, a confidential treatment request for this Agreement. If a Party is required by applicable law to make a disclosure of the terms of this Agreement in a filing with or other submission to the SEC, and [*****], then such Party will have the right to make such public disclosure at the time and in the manner reasonably determined by its counsel to be required by applicable law. Notwithstanding anything to the contrary herein, it is hereby understood and agreed that if a Party seeking to make a disclosure to the SEC as set forth in this Section 5.5(b), [*****] such comments, limit disclosure or obtain confidential treatment only to the extent reasonably requested by the other that such disclosure is required to comply with existing expressly stated contractual obligations owed to such Party.’s or

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, each a Receiving Party may use and disclose Confidential Information of the other Disclosing Party solely as follows: (a) under appropriate confidentiality provisions substantially equivalent to those in this Agreement: (i) in connection with the performance of its obligations or as reasonably necessary or useful in the exercise of its rights under granted or reserved in this Agreement, Agreement (including the right rights to grant licenses Develop and Commercialize the Covered Products); or sublicenses as permitted hereunder, or (ii) to actual or potential bona fide (sub)licensees, acquirers or assignees, collaborators, investment bankers, investors or lenders with whom a Party (or its Affiliates) has entered into good faith negotiations regarding a proposed transaction, or; (b) to the extent such disclosure is to a governmental authority as reasonably necessary in filing or prosecuting the UHN Patent Rights or Present Improvement Patent Rightspatent, copyright copyright, and trademark applications in accordance with this Agreementapplications, prosecuting or defending litigation related to this Agreementlitigation, complying with applicable governmental regulations with respect to performance under this Agreementregulations, obtaining Regulatory Approval or fulfilling post-approval regulatory obligations for the Licensed Productsapproval, conducting Clinical Trial Investigations, or otherwise Execution Copy required by applicable law; Law, provided, however, that if a Receiving Party is required in litigation or by applicable law Law or the rules of any securities exchange or automated quotation system regulation to make any such disclosure of the other a Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosures (for example, in the event of medical emergency), shall give reasonable advance notice to the other Disclosing Party of such disclosure requirement and, except to the extent inappropriate in each the case of the foregoingpatent applications, will shall use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed and will only disclosed that Confidential Information that is required to be disclosed; or (c) to advisors (including lawyers and accountants) on a need to know basis, in each case under appropriate confidentiality provisions or professional standards of confidentiality substantially equivalent to those of this Agreement, or (d) to the extent mutually agreed to in writing by the Parties. Each In addition, a Receiving Party acknowledges may disclose Confidential Information of the Disclosing Party to any of its Affiliates and Permitted Transferees, to Third Party appraisers in connection with the appraisal of Company IP for the purpose of contributing such IP into the charter capital of NovaMedica, or in connection with due diligence investigations by or on behalf of a Third 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 of the foregoing cases, that such Third Party or Affiliate reasonably needs to have access to such Confidential Information and agrees that the other Party may submit this Agreement to the SEC and if a Party does submit this Agreement to the SEC, such Party agrees to consult with the other Party with respect to the preparation and submission of, a confidential treatment request for this Agreement. If a Party is required be bound by applicable law to make a disclosure of the reasonable terms of this Agreement in a filing with or other submission to the SEC, confidentiality and [*****], then such Party will have the right to make such public disclosure non-use at the time and in the manner reasonably determined by its counsel to be required by applicable law. Notwithstanding anything to the contrary herein, it is hereby understood and agreed that if a Party seeking to make a disclosure to the SEC least as stringent as those set forth in this Section 5.5(b)Article 8, [*****] to limit such commentsdisclosure to only personnel having a need to know such information, limit disclosure and to return or obtain confidential treatment certify to the extent reasonably requested by Receiving Party as to the other Partydestruction of such Confidential Information promptly after completing the due diligence investigation, negotiation, or transaction, as the case may be.

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, each Party may use and disclose Confidential Information of the other Party solely as follows: (a) under appropriate confidentiality provisions substantially equivalent to those in this Agreement: Agreement (but of shorter duration if customary): (i) in connection with the performance of its obligations or as reasonably necessary or useful [***] in the exercise of its rights under this Agreement, including the right to grant licenses or sublicenses as permitted hereunder, (ii) to the extent such disclosure is [***] necessary or useful in conducting Clinical Trials under this Agreement; or (iiiii) to actual or potential bona fide (sub)licensees, acquirers or assignees, collaborators, investment bankers, investors or lenders with whom a Party (or its Affiliates) has entered into good faith negotiations regarding a proposed transactionlenders, or; (b) to the extent such disclosure is to a governmental authority Governmental Authority as reasonably necessary [***] in filing or prosecuting the UHN Patent Rights or Present Improvement Patent RightsPatent, copyright and or trademark applications in accordance with this Agreement, prosecuting or defending litigation related to this Agreement, or Exicure Licensed Technology, Licensed SNAs or Licensed Products as provided under Article 9, complying with applicable governmental regulations with respect to performance under this Agreement, obtaining Regulatory Approval or fulfilling post-approval regulatory obligations for the Licensed SNAs or Licensed Products, or otherwise required by applicable lawApplicable Law; provided, however, that if a Party is required by applicable law Applicable Law or the rules of any securities exchange or automated quotation system to make any such disclosure of the other 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 other Party of such disclosure requirement and, in each of the foregoing, will use its reasonable efforts to [***] secure confidential treatment of such Confidential Information required to be disclosed and will only disclosed disclose that Confidential Information that is required to be disclosed; (c) to advisors (including lawyers and accountants) on a need to know basis, in each case under appropriate confidentiality provisions or professional standards of confidentiality substantially equivalent to those of this Agreement, or (d) to the extent mutually agreed to by the Parties. The Parties agree to issue a mutually agreed joint press release [***] after [***], in the form set forth in Exhibit C; thereafter, Exicure and Ipsen may each disclose to Third Parties the information contained in such press release without the need for further approval by the other. Each Party acknowledges and agrees that the other Party may submit this Agreement to the SEC if required by Applicable Law, and if a Party does submit this Agreement to the SEC, such Party agrees to consult with the other Party with respect to the preparation and submission of, a confidential treatment request for this Agreement[***]. If a Party is required by applicable law Applicable Law to make a disclosure of the terms of this Agreement in a filing with or other submission to the SEC, and (x) such Party has provided copies of the disclosure to the other Party as far in advance of such filing or other disclosure [***], (y) such Party has [**]*] notified the other Party in writing of such requirement and any respective timing constraints, and (z) such Party has given the other Party [***] to comment upon, request confidential treatment or approve such disclosure, then such Party will have the right to make such public disclosure at the time and in the manner reasonably determined by its counsel [***] to be required by applicable lawApplicable Law. Notwithstanding [***] - Certain portions of the exhibit have been omitted pursuant to Rule 601(b)(10) because it is both (i) not material to investors and (ii) information that the Company treats as private or confidential. EXECUTION VERSION anything to the contrary herein, it is hereby understood and agreed that if a Party seeking seeks to make a disclosure to the SEC as set forth in this Section 5.5(b)12.2, and the other Party provides comments within the respective time periods or constraints specified herein or within the respective notice, the Party seeking to make such disclosure or its counsel, as the case may be, will [*****] such comments, limit disclosure ]. Each Party will have the right to issue additional press releases or obtain confidential treatment to make public disclosures with the extent reasonably requested by prior written agreement of the other Party.

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, each A Receiving Party may use and disclose Confidential Information of a Disclosing Party to the extent that such disclosure is: 5.4.1 made in response to a valid order of a court of competent jurisdiction or other governmental or regulatory body of competent jurisdiction; provided, however, that the Receiving Party solely will first have given notice to the Disclosing Party and given the Disclosing Party a reasonable opportunity to quash such order and to obtain a protective order requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or governmental or regulatory body or, if disclosed, be used only for the purposes for which the order was issued; and provided, further, that if a disclosure order is not quashed or a protective order is not obtained, the Confidential Information disclosed in response to such court or governmental order will be limited to that information which is legally required to be disclosed in response to such court or governmental order; 5.4.2 otherwise required by law or mandatory regulation; provided, however, that the Disclosing Party will provide the Receiving Party with reasonable notice of such disclosure in advance thereof to the extent practicable; and provided, further, that the Confidential Information disclosed will be limited to that information which is legally required to be so disclosed by such law or mandatory regulation; 5.4.3 made by the Receiving Party to the regulatory authorities as follows: (a) under appropriate confidentiality provisions substantially equivalent required in connection with any application, filing, or similar requests for regulatory approvals; provided, however, that reasonable measures will be taken to those assure confidential treatment of such information; and provided, further, that the Confidential Information disclosed will be limited to that information required in this Agreement: (i) connection with such application, filing, or similar request for regulatory approval; 5.4.4 made by the Receiving Party, in connection with the performance of its obligations or as reasonably necessary or useful in the exercise of its rights under this Agreement, including the right to grant licenses Affiliates, permitted sublicensees, employees, consultants, representatives or sublicenses as permitted hereunderagents, or (ii) to actual or potential bona fide (sub)licensees, acquirers or assignees, collaborators, investment bankers, investors or lenders with whom a Party (or its Affiliates) has entered into good faith negotiations regarding a proposed transaction, or; (b) to the extent such disclosure is to a governmental authority as reasonably necessary in filing or prosecuting the UHN Patent Rights or Present Improvement Patent Rights, copyright and trademark applications in accordance with this Agreement, prosecuting or defending litigation related to this Agreement, complying with applicable governmental regulations with respect to performance under this Agreement, obtaining Regulatory Approval or fulfilling post-approval regulatory obligations for the Licensed Products, or otherwise required by applicable law; provided, however, that if a Party is required by applicable law or the rules of any securities exchange or automated quotation system to make any such disclosure of the other 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 other Party of such disclosure requirement and, in each of the foregoing, will use its reasonable efforts whom prior to secure confidential treatment of such Confidential Information required to disclosure must be disclosed and will only disclosed that Confidential Information that is required to be disclosed; (c) to advisors (including lawyers and accountants) on a need to know basis, in each case under appropriate confidentiality provisions or professional standards bound by obligations of confidentiality substantially and non- use at least equivalent in scope to those of this Agreement, or (d) to the extent mutually agreed to by the Parties. Each Party acknowledges and agrees that the other Party may submit this Agreement to the SEC and if a Party does submit this Agreement to the SEC, such Party agrees to consult with the other Party with respect to the preparation and submission of, a confidential treatment request for this Agreement. If a Party is required by applicable law to make a disclosure of the terms of this Agreement in a filing with or other submission to the SEC, and [*****], then such Party will have the right to make such public disclosure at the time and in the manner reasonably determined by its counsel to be required by applicable law. Notwithstanding anything to the contrary herein, it is hereby understood and agreed that if a Party seeking to make a disclosure to the SEC as set forth in this Section 5.5(b)5, [*****] provided that the Receiving Party will be liable for and indemnify the Disclosing Party for any breach of such comments, limit disclosure persons or obtain confidential treatment to the extent reasonably requested by the other Party.entities; 14 \\PH - 037750/000002 - 398853 v1

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, each Party may use and disclose Confidential Information of the other Party solely as follows: (a) under appropriate confidentiality provisions substantially equivalent to those in this Agreement: (i) , in connection with the performance of its obligations or as reasonably necessary exercise of rights granted or useful reserved by such Party in this Agreement (including, in the exercise case of its Celgene, the rights under this Agreementto develop and commercialize Collaboration Compounds, including Collaboration Back-Up Compounds and Licensed Products; and in the right case of Array, to develop and commercialize Development Compounds and Development Back-Up Compounds for which the Celgene Product Option has expired or been terminated and Abandoned Products; and in the case of either Party, to grant licenses or sublicenses as expressly permitted hereunder, or (ii) to actual or potential bona fide (sub)licensees, acquirers or assignees, collaborators, investment bankers, investors or lenders and complying with whom a Party (or its Affiliates) has entered into good faith negotiations regarding a proposed transaction, orthe terms of agreements with Third Parties; (b) to the extent such disclosure is to a governmental authority as reasonably necessary in filing for, prosecuting or prosecuting the UHN Patent Rights or Present Improvement Patent Rightsmaintaining Patents, copyright copyrights and trademark trademarks (including applications in accordance with this Agreementtherefor), prosecuting or defending litigation related to this Agreementlitigation, complying with applicable governmental regulations with respect to performance under this Agreementregulations, obtaining Regulatory Approval and maintaining regulatory approvals (including Marketing Approvals), conducting preclinical or fulfilling postclinical trials, marketing Licensed Products (in the case of Celgene) or products containing Development Compounds or Development Back-approval regulatory obligations Up Compounds for which the Licensed ProductsCelgene Product Option has expired or been terminated and/or Abandoned Products (in the case of Array), or as otherwise required by applicable lawlaws or court order (including securities laws, regulations and guidances); provided, however, that if a Party is required by applicable law or the rules of any securities exchange or automated quotation system regulation to make any such disclosure of the other Party’s Confidential Information it such Party will, except where impracticable for necessary disclosures (for example, example in the event of medical emergency), give reasonable advance notice to the other Party of such disclosure requirement and, except to the extent inappropriate in each the case of the foregoingPatent applications, will use its commercially [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed and will only disclosed that Confidential Information that is required to be disclosed; (c) to in communication with existing and potential investors, consultants, advisors (including financial advisors, lawyers and accountants) or others on a need to need-to-know basis, in each case under appropriate confidentiality provisions or professional standards of confidentiality substantially equivalent similar to those of in this Agreement, ; or (d) to the extent mutually agreed to by the Parties. Each Party acknowledges and agrees that the other Party may submit this Agreement to the SEC and if a Party does submit this Agreement to the SEC, such Party agrees to consult with the other Party with respect to the preparation and submission of, a confidential treatment request for this Agreement. If a Party is required by applicable law to make a disclosure of the terms of this Agreement in a filing with or other submission to the SEC, and [*****], then such Party will have the right to make such public disclosure at the time and in the manner reasonably determined by its counsel to be required by applicable law. Notwithstanding anything to the contrary herein, it is hereby understood and agreed that if a Party seeking to make a disclosure to the SEC as set forth in this Section 5.5(b), [*****] such comments, limit disclosure or obtain confidential treatment to the extent reasonably requested by the other Party.

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, each a Receiving Party may use and disclose Confidential Information of the other Disclosing Party solely as follows: (a) under appropriate confidentiality provisions substantially equivalent to the extent required to those of its Representatives who reasonably need to know such Confidential Information in this Agreement: (i) order to advise or assist the Receiving Party 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 and under appropriate written (or legal or ethical such as in the case of attorneys) confidentiality and non-use obligations no less protective of the Disclosing Party than those set forth in this Agreement, including the right to grant licenses or sublicenses as permitted hereunder, or (ii) to actual or potential bona fide (sub)licensees, acquirers or assignees, collaborators, investment bankers, investors or lenders with whom a Party (or its Affiliates) has entered into good faith negotiations regarding a proposed transaction, or; (b) to the extent such disclosure is to a governmental authority as reasonably necessary in filing or prosecuting the UHN Patent Rights or Present Improvement Patent Rights, copyright and trademark applications in accordance with this Agreement, prosecuting or defending litigation related to this Agreement, complying with applicable governmental regulations with respect to performance under this Agreement, obtaining Regulatory Approval or fulfilling post-approval regulatory obligations for the Licensed Products, or otherwise required by applicable lawLaw; provided, however, that if a Receiving Party is required by applicable law or the rules of any securities exchange or automated quotation system Law to make any such disclosure of the other a Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosures (for example, in the event of medical emergency)impracticable, give reasonable advance notice to the other Disclosing Party of such disclosure requirement requirement, limit disclosure to only the Confidential Information requested to be disclosed and, in each of if requested by the foregoingDisclosing Party, will use its reasonable efforts cooperate with the Disclosing Party to secure confidential treatment of such Confidential Information required to be disclosed and will only disclosed that Confidential Information that is required to be disclosed; (c) to advisors (including lawyers and accountants) in communication with existing or bona fide EXECUTION COPY CONFIDENTIAL 68 prospective investors, lenders, professional advisors, acquirers, merger partners, subcontractors, licensees, collaborators or Inbound Licensors on a need to know basis, in each case under appropriate written (or legal or ethical such as in the case of attorneys) confidentiality provisions or professional standards of confidentiality and non-use obligations substantially equivalent to those of this Agreement, or except that the term of such obligations may be shorter, and with respect to any disclosure to an Inbound Licensor under an Existing In-License Agreement, Neurocrine acknowledges that the relevant Inbound Licensor is obligated to retain any information provided to it in confidence only as required pursuant to the terms of the applicable Existing In-License Agreement; (d) to the extent mutually agreed to in writing by the Parties; (e) to a patent authority in connection with Prosecution and Maintenance, Defense Proceedings and enforcement of Patent Rights in accordance with ARTICLE 10; and (f) in the case of Neurocrine as Receiving Party, in Regulatory Filings for Products and, in each case under appropriate written confidentiality and non-use obligations substantially equivalent to those of this Agreement, to Third-Party contractors in connection with its Development, Manufacture and Commercialization of Collaboration Candidates and Products. Each Party acknowledges The confidentiality and agrees that the other Party may submit non- use obligations set forth under this Agreement to shall survive the SEC and if a Party does submit this Agreement to the SEC, such Party agrees to consult with the other Party with respect to the preparation and submission of, a confidential treatment request for this Agreement. If a Party is required by applicable law to make a disclosure of the terms termination or expiration of this Agreement in for a filing with or other submission to the SEC, and period of [*****], then such Party will have the right to make such public disclosure at the time and in the manner reasonably determined by its counsel to be required by applicable law. Notwithstanding anything to the contrary herein, it is hereby understood and agreed that if a Party seeking to make a disclosure to the SEC as set forth in this Section 5.5(b), [*****] such comments, limit disclosure or obtain confidential treatment to the extent reasonably requested by the other Party.11.3

Authorized Disclosure. Except as expressly provided otherwise in Notwithstanding any other provision of this Agreement, each Party may use and disclose Confidential Information of the other Party solely to the extent and to the Persons as follows: (a) under appropriate confidentiality provisions substantially equivalent required by Applicable Law, legal process, court order or the rules of the National Association of Securities Dealers or of a Regulatory Authority; provided, however, that the Party required or intending to those disclose the other Party’s Confidential Information shall, to the extent permitted by such Applicable Law, process, order or rules, first have given prompt notice to such other Party to enable it to seek any available exemptions from or limitations on such disclosure requirement and shall reasonably cooperate in this Agreement: (i) such efforts by the other Party. Notwithstanding anything to the contrary in connection with Section 9.1, Corregidor may also disclose the performance Confidential Information of Alkermes to the extent required in its obligations or as reasonably necessary or useful in the exercise of its rights under reasonable judgment to Develop, Manufacture and Commercialize Licensed Products pursuant to this Agreement, including the right to grant licenses or sublicenses (i) prosecute patent applications directed to Licensed Products and as permitted hereunderotherwise contemplated in this Agreement, or (ii) to make filings and submissions to, or correspond or communicate with, Regulatory Authorities, (iii) conduct discussions with actual or potential bona fide (sub)licenseesinvestors, Collaboration Partners, acquirers or assigneesDistributors, collaboratorsand (iv) secure, investment bankersoperate and maintain appropriate facilities and capabilities to support, investors or lenders with whom a Party (or its Affiliates) has entered into good faith negotiations regarding a proposed transactionand otherwise to conduct, or; (b) to the extent such disclosure is to a governmental authority as reasonably necessary in filing or prosecuting the UHN Patent Rights or Present Improvement Patent RightsDevelopment, copyright Manufacture and trademark applications in accordance with this Agreement, prosecuting or defending litigation related Commercialization of Licensed Products pursuant to this Agreement. Notwithstanding the foregoing, complying in the event that Corregidor discovers in the Documentation any Confidential Information of Alkermes that it believes may comprise any Confidential Information of Xxx Xxxxx and Company, then Corregidor shall promptly provide such Confidential Information to Alkermes. If Alkermes confirms that such Confidential Information comprises Confidential Information of Xxx Lilly and Company, then Corregidor shall maintain such Confidential Information in confidence and not disclose it to any Third Party. In addition, notwithstanding the foregoing, in the event that Corregidor discovers any Confidential Information of Alkermes that it believes comprises detailed information relating to pharmaceutical product formulations or pharmaceutical product manufacturing processes that does not fall within the exceptions set forth in Sections 1.27 (a) through (d) (“Alkermes Proprietary Information”), and if Corregidor wishes to disclose such Confidential Information to a Third Party in connection with applicable governmental regulations disclosures permitted pursuant to subsections (iii) and (iv) above, then Corregidor may disclose such Confidential Information pursuant to a written agreement with respect to performance under this Agreementa Third Party that imposes an obligation of non-use for any purpose other than the Development, obtaining Regulatory Approval Manufacture or fulfilling post-approval regulatory obligations Commercialization of Licensed Products or for the Licensed Productsconduct of Corregidor’s business, or otherwise required by applicable lawand imposes obligations of confidentiality and non-disclosure, all for a period of at least [***] from the date of disclosure (a “Proprietary Information CDA”). If Corregidor desires to confirm whether such Confidential Information of Alkermes constitutes Alkermes Proprietary Information, Corregidor may provide such Confidential Information to Alkermes for review at least [***] prior to the date of its intended disclosure to obtain such confirmation; provided, however, that if Corregidor provides to Alkermes an amount of Confidential Information for review that is greater in quantity than the amount of material that could reasonably be reviewed during a Party is required by applicable law [***] period, such period shall be extended accordingly. If during such [***] (or appropriately extended) period, Alkermes confirms that such Confidential Information comprises Alkermes Proprietary Information, then Alkermes will notify Corregidor of such confirmation prior to expiration of such [***] (or appropriately extended) period. Following the rules receipt of any securities exchange or automated quotation system such confirmation, Corregidor may only disclose such Confidential Information pursuant to Proprietary Information CDA. If Alkermes does not confirm that such Confidential Information comprises Alkermes Proprietary Information during such time period, then Corregidor shall be free to make any such disclosure of the other 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 other Party of such disclosure requirement and, in each of the foregoing, will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed and will only disclosed that Confidential such Third Party without a Proprietary Information that is required to be disclosed; (c) to advisors (including lawyers and accountants) on a need to know basis, in each case under appropriate confidentiality provisions or professional standards of confidentiality substantially equivalent to those CDA. Certain portions of this Agreement, or (d) Exhibit have been omitted pursuant to the extent mutually agreed to by the Parties. Each Party acknowledges and agrees that the other Party may submit this Agreement to the SEC and if a Party does submit this Agreement to the SEC, such Party agrees to consult with the other Party with respect to the preparation and submission of, a confidential treatment request for this Agreementrequest. If a Party is required by applicable law to make a disclosure of Such omitted portions, which are marked with brackets [ ] and an asterisk*, have been separately filed with the terms of this Agreement in a filing with or other submission to the SEC, and [*****], then such Party will have the right to make such public disclosure at the time and in the manner reasonably determined by its counsel to be required by applicable law. Notwithstanding anything to the contrary herein, it is hereby understood and agreed that if a Party seeking to make a disclosure to the SEC as set forth in this Section 5.5(b), [*****] such comments, limit disclosure or obtain confidential treatment to the extent reasonably requested by the other PartyCommission.

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, each a Receiving Party may use and disclose Confidential Information of the other Disclosing Party solely as follows: (ai) to its employees, consultants, Affiliates, subcontractors or other Third Parties, under appropriate written confidentiality provisions substantially equivalent to obligations at least as restrictive as those in this Agreement: (i) , in connection with the performance of its obligations or as reasonably necessary or useful in the exercise of its rights under granted or reserved pursuant to this AgreementAgreement (including, including without limitation, the right rights to conduct the Research Programs, Early Development Programs and Targacept Post-Exercise Activities, Develop Product Candidates, Refused Candidates or Returned Licensed Products, commercialize Products and to grant licenses or and sublicenses as permitted hereunder, or ); (ii) to actual or potential bona fide (sub)licensees, acquirers or assignees, collaborators, investment bankers, investors or lenders with whom a Party (or its Affiliates) has entered into good faith negotiations regarding a proposed transaction, or; (b) to the extent such disclosure is to a governmental authority as reasonably necessary in filing or prosecuting the UHN Patent Rights or Present Improvement Patent Rightspatent, copyright and trademark applications in accordance with this Agreementapplications, prosecuting or defending litigation related to this Agreementlitigation, complying with applicable governmental rules and regulations with respect to performance under this Agreementof regulatory authorities (including, without limitation, stock exchange rule or listing requirements), obtaining Regulatory Approval Approvals, conducting preclinical activities or fulfilling post-approval regulatory obligations for the Licensed clinical trials, marketing Products, or otherwise required by applicable law; provided, however, that if a Receiving Party is required by applicable law or the rules of any securities exchange or automated quotation system regulation to make any such disclosure of the other a Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosures (for exampleby way of example only, in the event of medical emergency), give reasonable advance notice to the other Disclosing Party of such disclosure requirement and an opportunity to comment on any such required disclosure, take into account such comments in good faith and, except to the extent inappropriate in each the case of patent applications, cooperate in reasonable respects with the foregoing, will use its reasonable Disclosing Party’s efforts to secure confidential treatment of such Confidential Information required to be disclosed and will only disclosed that Confidential Information that is required to be disclosed; (ciii) to advisors (including lawyers and accountants) in communication with actual or potential investors, consultants, professional advisors, bankers, acquirors, acquirees or merger partners on a need to know basis, in each case under appropriate confidentiality provisions or professional standards of confidentiality substantially equivalent to those of this Agreement, ; or (div) to the extent mutually agreed to in writing by the Parties. Each Party acknowledges and agrees that Without limiting the other Party may submit this Agreement to the SEC and if a Party does submit this Agreement to the SEC, such Party agrees to consult with the other Party with respect to the preparation and submission of, a confidential treatment request for this Agreement. If a Party is required by applicable law to make a disclosure generality of the terms of this Agreement in a filing with or other submission to the SECforegoing, each Party shall take such action, and [*****]shall cause its Affiliates and Sublicensees to take such action, then such Party will have to preserve the right to make such public disclosure at the time and in the manner reasonably determined by its counsel to be required by applicable law. Notwithstanding anything to the contrary herein, it is hereby understood and agreed that if a Party seeking to make a disclosure to the SEC as set forth in this Section 5.5(b), [*****] such comments, limit disclosure or obtain confidential treatment to the extent reasonably requested by confidentiality of the other Party’s Confidential Information as such Party would customarily take to preserve the confidentiality of its own Confidential Information and shall, in any event, use at least reasonable care to preserve the confidentiality the other Party’s Confidential Information.

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, each Party may use and disclose Confidential Information of the other Party solely as follows: (a) under appropriate confidentiality provisions substantially equivalent to those in this Agreement: (i) in connection with the performance of its obligations or as reasonably necessary or useful in conducting the exercise of its rights activities contemplated under this Agreement, including the right to grant licenses or sublicenses as permitted hereunder, or ; (ii) to actual the extent pertaining specifically to a Product, for use by Amgen in connection with a Product outside the Collaboration Scope or potential bona fide (sub)licensees, acquirers disclosure by Amgen to a collaborator or assignees, collaborators, investment bankers, investors or lenders licensee for use with whom respect to a Party (or its Affiliates) has entered into good faith negotiations regarding a proposed transaction, orProduct outside the Collaboration Scope; (biii) to the extent such disclosure is to a governmental authority Governmental Authority, as reasonably necessary in filing or prosecuting the UHN Patent Rights or Present Improvement Patent Rightspatent, copyright and trademark applications in accordance with this Agreement, prosecuting or defending arbitration or litigation related to in accordance with this Agreement, complying with applicable governmental regulations with respect to performance under this Agreement, filing Regulatory Filings, obtaining Regulatory Approval or fulfilling post-approval regulatory obligations for the Licensed Productsa Product, or otherwise required by applicable law; providedApplicable Law, howeverincluding, but not limited to, regulations of the Securities and Exchange Commission, the Stock Exchange of Hong Kong Limited or similar regulatory authority, provided that if a Party is required by applicable law or the rules of any securities exchange or automated quotation system Applicable Law to make any such disclosure of the other 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 other Party of such disclosure requirement and, in the case of each of the foregoingforegoing exceptions pursuant to this subsection (iii), will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed and will only disclosed that Confidential Information that is required to be disclosed; (civ) to advisors (including lawyers and accountants) on a need to know basisbasis in support of the purposes of this Agreement, in each case under appropriate confidentiality provisions or professional standards of confidentiality substantially equivalent to those of this Agreement; (v) 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 (dvi) to the extent mutually agreed to by the Parties. Each Neither Party acknowledges and agrees that will disclose Confidential Information of the other Party may submit this Agreement to the SEC and if a Party does submit this Agreement its personnel or to the SEC, such Party agrees to consult with the other Party with respect to the preparation and submission of, a confidential treatment request for this Agreement. If a Party is required by applicable law to make a disclosure of the terms of this Agreement in a filing with or other submission to the SEC, and [*****], then such Party will have the right to make such public disclosure at the time and in the manner reasonably determined by its counsel to be required by applicable law. Notwithstanding anything to the contrary herein, it is hereby understood and agreed that if a Party seeking to make a disclosure to the SEC as set forth in this Section 5.5(b), [*****] such comments, limit disclosure or obtain confidential treatment an Affiliate except to the extent reasonably requested by such personnel or Affiliate needs to know such information for the other performance of such Party’s activities hereunder.

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, each Party may use and disclose Confidential Information of the other Party solely as follows: (ai) under appropriate confidentiality provisions substantially equivalent to those in this Agreement: (ia) in connection with the performance of its obligations or as reasonably necessary or useful in the exercise of its rights under this Agreement, including the right to grant licenses or sublicenses as permitted hereunder, or (ii) to actual or potential bona fide (sub)licensees, acquirers or assignees, collaborators, investment bankers, investors or lenders with whom a Party (or its Affiliates) has entered into good faith negotiations regarding a proposed transaction, or; (b) to the extent such disclosure is reasonably necessary or useful in conducting preclinical or clinical trials under this Agreement; (c) to actual or potential sublicensees; or (d) [***] information as required to comply with the terms of that certain Exclusive License Agreement dated April 21, 1998, as modified, among CK, the Regents of the University of California and the Board of Trustees of the Lxxxxx Xxxxxxxx Junior University; (ii) to the extent such disclosure is to a governmental authority government entity as reasonably necessary in filing or prosecuting the UHN Patent Rights or Present Improvement Patent RightsRight, copyright and trademark applications in accordance with this Agreement, prosecuting or defending litigation related to this Agreement, complying with applicable governmental regulations with respect to performance under this Agreement, obtaining Regulatory Approval regulatory approval or fulfilling post-approval regulatory obligations for the Licensed ProductsCompounds, or otherwise required by applicable law; Law, provided, however, that if a Party is required by applicable law Law or the rules of any securities exchange or automated quotation system to make any such disclosure of the other Party’s Confidential Information it willshall, except where impracticable for necessary disclosures (for example, in the event of medical emergency), give reasonable advance notice to the other Party of such disclosure requirement and, in each of the foregoing, will shall use its reasonable efforts [***] to secure confidential treatment of such Confidential Information required to be disclosed and will only disclosed that Confidential Information that is required to be disclosed; (ciii) to advisors (including lawyers and accountants) on a need to know basis, in each case under appropriate confidentiality provisions or professional standards of confidentiality substantially equivalent to those of this Agreement, or (div) to the extent mutually agreed to by the Parties. In addition to the foregoing, with respect to complying with the disclosure requirements of any government agency in connection with any required filing of this Agreement, the Parties shall consult with one another concerning which terms of this Agreement shall be requested to be redacted in any public disclosure of the Agreement, and in any event each Party shall seek reasonable confidential treatment for any public disclosure by any such agency. Notwithstanding the foregoing, the Parties shall agree upon and release a mutual press release to announce the execution of this Agreement in the form attached hereto as Exhibit 14.2B for use in responding to inquiries about the Agreement; thereafter, CK and Amgen may each disclose to Third Parties the information contained in such press release without the need for further approval by the other. Each Party acknowledges and agrees that shall additionally have the right to issue additional press releases with the prior written agreement of the other Party may submit or as required to comply with any Law or by the rules of any stock exchange or *** Certain information on this Agreement to the SEC page has been omitted and if a Party does submit this Agreement to the SEC, such Party agrees to consult filed separately with the other Party Commission. Confidential treatment has been requested with respect to the preparation and submission ofomitted portions. automated quotation system (in the case of such required disclosure, a confidential treatment request for this Agreement. If a Party is required by applicable law to make a disclosure of the terms of this Agreement in a filing with or other submission to the SEC, and providing [*****], then such Party will have the right to make such public disclosure at the time and in the manner reasonably determined by its counsel to be required by applicable law. Notwithstanding anything to the contrary herein, it is hereby understood and agreed that if a Party seeking to make a disclosure to the SEC as set forth in this Section 5.5(b), ] ([***]) [***]’ notice to the other Party and reasonably considering comments provided by such other Party within [***] ([***]) [***] after such comments, limit disclosure or obtain confidential treatment to the extent reasonably requested by the other Partynotice).

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, Pfizer and Monogram each Party may use and disclose Confidential Information of the other Party solely as follows: (a) under appropriate confidentiality provisions substantially equivalent to those in this Agreement: agree that any disclosure (i) in connection with the performance by Pfizer or any of its obligations or as reasonably necessary or useful in the exercise Affiliates of its rights under this Agreement, including the right to grant licenses or sublicenses as permitted hereunderMonogram Confidential Information, or (ii) by Monogram or any of its Affiliates of Pfizer Confidential Information, in each case to actual any of their respective officers, employees or potential bona fide agents shall be made only if and to the extent reasonably necessary to carry out its rights and obligations under this Agreement and shall be limited to the maximum extent possible consistent with such rights and obligations. Monogram and Pfizer each represent that all of their directors, officers, employees and agents who shall have access to Pfizer Technology, Monogram Technology, Pfizer Confidential Information or Monogram Confidential Information are bound by an agreement to maintain such information in confidence. Notwithstanding the foregoing, (sub)licenseesx) Pfizer may disclose any Monogram Confidential Information to (I) Governmental Authorities (a) to the extent reasonably necessary to obtain or maintain INDs or Regulatory Approvals for the Pfizer Product, acquirers or assignees, collaborators, investment bankers, investors or lenders with whom a Party (or its Affiliates) has entered into good faith negotiations regarding a proposed transaction, or; (b) to the extent such disclosure is to a governmental authority as reasonably necessary to respond to inquiries, requests or investigations, and (c) to the extent reasonably necessary to obtain Regulatory Approval and pricing and reimbursement of the sale of the Commercial Assay in filing any Ex-US Country, including any Reimbursement Approval, (II) Pfizer Agents or prosecuting other business consultants, attorneys, accountants or professional service providers, except for [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. medical, scientific or technical consultants in the UHN Patent Rights area of HIV or Present Improvement Patent Rightsantiretroviral resistance testing, copyright and trademark applications (III) to the extent necessary in accordance with order to enforce Pfizer’s rights under this Agreement or the Note Agreement, prosecuting (y) Monogram may disclose any Pfizer Confidential Information (I) to Governmental Authorities in order to respond to inquiries, requests or defending litigation related investigations, (II) to this Agreementattorneys, complying accountants or professional service providers (III) to outside consultants, suppliers or subcontractors in connection with applicable governmental regulations with respect the Assay, (IV) to performance the extent necessary in order to enforce Monogram’s rights under this Agreement, obtaining Regulatory Approval or fulfilling post-approval regulatory obligations for the Licensed Products, or otherwise required by applicable law; provided, however, that if a Party is required by applicable law or the rules of and (z) Pfizer and Monogram may disclose any securities exchange or automated quotation system to make any such disclosure of the other Party’s Monogram Confidential Information it willand Pfizer Confidential Information, except where impracticable for necessary disclosures (for examplerespectively, in the event of medical emergency), give reasonable advance notice to the other Party of such disclosure requirement and, in each of the foregoing, will use its reasonable efforts to secure confidential treatment of such Confidential Information when required to be disclosed and will only disclosed that Confidential Information that is required to be disclosedunder Law or in connection with a legal proceeding; (c) to advisors (including lawyers and accountants) on a need to know basisprovided that, in each case under appropriate confidentiality provisions or professional standards of confidentiality substantially equivalent to those enumerated in clauses (x), (y), and (z) of this AgreementSection 10.2, or (d) to the extent mutually agreed to by disclosing Party shall obtain the Parties. Each Party acknowledges and agrees that the other Party may submit this Agreement to the SEC and if a Party does submit this Agreement to the SEC, same confidentiality obligations from such Party agrees to consult with the other Party Third Parties as it obtains with respect to the preparation its own proprietary information of similar kind and submission of, a confidential treatment request for this Agreement. If a Party is required by applicable law to make a disclosure of the terms of this Agreement in a filing with or other submission to the SEC, and [*****], then such Party will have the right to make such public disclosure at the time and in the manner reasonably determined by its counsel to be required by applicable law. Notwithstanding anything to the contrary herein, it is hereby understood and agreed that if a Party seeking to make a disclosure to the SEC as set forth in this Section 5.5(b), [*****] such comments, limit disclosure or obtain confidential treatment to the extent reasonably requested by the other Partyvalue.

Authorized Disclosure. Except as expressly provided otherwise Notwithstanding the obligations set forth in this AgreementSection 12.1, each a Party or its Affiliate may use and disclose the other Party’s Confidential Information and the terms of this Agreement to the other Party solely as followsextent: (a) under appropriate confidentiality provisions substantially equivalent to those in this Agreement: a)such disclosure is reasonably necessary (i) in connection for the filing or prosecuting of Patent rights as contemplated by this Agreement; (ii) to comply with the performance requirements of Regulatory Authorities with respect to obtaining and maintaining Regulatory Approval of Product; or (iii) for prosecuting or defending litigation as contemplated by this Agreement; 56 THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. (b)such disclosure is reasonably necessary to its officers, directors, employees, agents, consultants, contractors, licensees, sublicensees, attorneys, accountants, lenders, insurers or licensors on a need-to-know basis for the sole purpose of performing its obligations or as reasonably necessary or useful in the exercise of exercising its rights under this Agreement; provided that in each case, including the right disclosees are bound by obligations of confidentiality and non-use no less stringent than those contained in this Agreement; (c)such disclosure is reasonably necessary to grant licenses any bona fide potential or sublicenses as permitted hereunderactual investor, acquiror, merger partner, or (ii) to other financial or commercial partner for the sole purpose of evaluating an actual or potential bona fide investment, acquisition or other business relationship; provided that in each case, the disclosees are bound by written obligations of confidentiality and non-use having a minimum term of *****; or (sub)licensees, acquirers or assignees, collaborators, investment bankers, investors or lenders with whom a Party (or its Affiliates) has entered into good faith negotiations regarding a proposed transaction, or; (b) to the extent such d)such disclosure is to a governmental authority as reasonably necessary in filing or prosecuting the UHN Patent Rights or Present Improvement Patent Rightsto comply with Laws, copyright and trademark applications in accordance with this Agreement, prosecuting or defending litigation related to this Agreement, complying with applicable governmental including regulations with respect to performance under this Agreement, obtaining Regulatory Approval or fulfilling post-approval regulatory obligations for the Licensed Products, or otherwise required promulgated by applicable law; providedsecurity exchanges, howevercourt order, that administrative subpoena or other order. Notwithstanding the foregoing, if a Party or its Affiliate is required by applicable law or the rules of any securities exchange or automated quotation system to make any such a disclosure of the other Party’s Confidential Information it will, except where impracticable for necessary disclosures (for example, in the event of medical emergencypursuant to Section 12.2(a) or 12.2(d), give reasonable advance notice to such Party will promptly notify the other Party of such required disclosure requirement and, in each of upon the foregoingother Party’s request, such Party and its Affiliates will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed and will only disclosed that Confidential Information that is required to be disclosed; (c) to advisors (including lawyers and accountants) on a need to know basis, in each case under appropriate confidentiality provisions or professional standards of confidentiality substantially equivalent to those of this Agreementobtain, or (d) to the extent mutually agreed to by the Parties. Each Party acknowledges and agrees that assist the other Party may submit this Agreement to the SEC and if a Party does submit this Agreement to the SEC, such Party agrees to consult with the other Party with respect to the preparation and submission ofin obtaining, a confidential treatment request for this Agreementprotective order preventing or limiting the required disclosure. If a Party is required by applicable law to make a disclosure of the terms of this Agreement in a filing with or other submission to the SEC, and [*****], then such Party will have the right to make such public disclosure at the time and in the manner reasonably determined by its counsel to be required by applicable law. Notwithstanding anything to the contrary herein, it is hereby understood and agreed that if a Party seeking to make a disclosure to the SEC as set forth in this Section 5.5(b), [*****] such comments, limit disclosure or obtain confidential treatment to the extent reasonably requested by the other Party.12.3

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, each Party may use and disclose Confidential Information of the other Party solely as follows: (a) under appropriate confidentiality provisions substantially equivalent to those in this Agreement: (i) in connection with the performance of its obligations or as reasonably necessary or useful in the exercise of its rights under this Agreement, including the right to grant licenses or sublicenses as permitted hereunder, (ii) to the extent such disclosure is reasonably necessary or useful in conducting Clinical Studies under this Agreement; or (iiiii) to actual or potential bona fide (sub)licensees, acquirers or assignees, collaborators, investment bankers, investors or lenders with whom a Party (or its Affiliates) has entered into good faith negotiations regarding a proposed transactionlenders, or; (b) to the extent such disclosure is to a governmental authority Government Authority as reasonably necessary in filing or prosecuting the UHN Patent Rights or Present Improvement Patent Rightspatent right, copyright and trademark applications in accordance with this Agreement, prosecuting or defending litigation related to this Agreement, complying with applicable governmental regulations with respect to performance under this Agreement, obtaining Regulatory Approval regulatory approval or fulfilling post-approval post‑approval regulatory obligations for the Licensed Compounds or Licensed Products, or otherwise required by applicable lawLaw; provided, however, that if a Party is required by applicable law Law or the rules of any securities exchange or automated quotation system to make any such disclosure of the other Party’s Confidential Information it will, except where Portions herein identified by [ * ] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. impracticable for necessary disclosures (for example, in the event of medical emergency), give reasonable advance notice to the other Party of such disclosure requirement and, in each of the foregoing, will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed and will only disclosed that Confidential Information that is required to be disclosed; (c) to advisors (including lawyers and accountants) on a need to know basis, in each case under appropriate confidentiality provisions or professional standards of confidentiality substantially equivalent to those of this Agreement, or (d) to the extent mutually agreed to by the Parties. Notwithstanding the foregoing, the Parties will agree upon and release a mutual press release to announce the execution of this Agreement in the form attached hereto as Exhibit A for use in responding to inquiries about the Agreement; thereafter, Eagle and Cephalon may each disclose to Third Parties the information contained in such press release without the need for further approval by the other. Each Party acknowledges and agrees that the other Party may submit this Agreement to the SEC Securities and Exchange Commission (“SEC”) and if a Party does submit this Agreement to the SEC, such Party agrees to consult with the other Party with respect to the preparation and submission of, a confidential treatment request for this Agreement. If a Party is required by applicable law Law to make a disclosure of the terms of this Agreement in a filing with or other submission to the SEC, and [*****](i) such Party has provided copies of the disclosure to the other Party as far in advance of such filing or other disclosure as is reasonably practicable under the circumstances, (ii) such Party has promptly notified the other Party in writing of such requirement and any respective timing constraints, and (iii) such Party has given the other Party a reasonable time under the circumstances from the date of notice by such Party of the required disclosure to comment upon, request confidential treatment or approve such disclosure, then such Party will have the right to make such public disclosure at the time and in the manner reasonably determined by its counsel to be required by applicable lawLaw. Notwithstanding anything to the contrary herein, it is hereby understood and agreed that if a Party seeking to make a disclosure to the SEC as set forth in this Section 5.5(b)11.2, [*****] and the other Party provides comments within the respective time periods or constraints specified herein or within the respective notice, the Party seeking to make such disclosure or its counsel, as the case may be, will in good faith (A) consider incorporating such comments and (B) use reasonable efforts to incorporate such comments, limit disclosure or obtain confidential treatment to the extent reasonably requested by the other Party. Each Party will have the right to issue additional press releases or to make public disclosures with the prior written agreement of the other Party.

Authorized Disclosure. Except as expressly otherwise provided otherwise in this Agreement, each a Receiving Party may use and disclose Confidential Information of the other Disclosing Party solely as follows: (a) Confidential Information may be shared with a Party’s and its Affiliates’ employees and agents (including, without limitation, consultants, attorneys, accountants and financial advisors) under appropriate confidentiality provisions substantially equivalent to not less restrictive than those contained in this Agreement: (i) , in connection with the performance of its obligations or as reasonably necessary or useful in the exercise of its rights under granted or reserved in [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. this Agreement, including the right to grant licenses or sublicenses as permitted hereunder, or (ii) to actual or potential bona fide (sub)licensees, acquirers or assignees, collaborators, investment bankers, investors or lenders with whom a Party (or its Affiliates) has entered into good faith negotiations regarding a proposed transaction, or; (b) to the extent such disclosure is to a governmental authority as reasonably necessary in filing or prosecuting the UHN Patent Rights or Present Improvement Patent Rights, copyright and trademark applications in accordance with this Agreement, prosecuting or defending litigation related to this Agreement[*], complying with applicable governmental regulations with respect to performance under this Agreementregulations, obtaining Regulatory Approval or fulfilling post-approval regulatory obligations for the Approval, complying with government subpoenas, marketing Licensed Products, Products or otherwise required by applicable lawApplicable Law; provided, however, that if a Receiving Party is required by applicable law subpoena or the rules of any securities exchange or automated quotation system Applicable Law to make any such disclosure of the other a Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosures (for example, in the event of medical emergency), shall give reasonable advance notice to the other Disclosing Party of such disclosure requirement and, except to the extent inappropriate in each the case of the foregoing[*], will shall use its reasonable efforts to the extent practicable to secure confidential treatment of such Confidential Information required to be disclosed and will only disclosed that Confidential Information that is required to be disclosed; (c) to existing or prospective advisors (including lawyers and accountants) on a need to know basisor investors, in each case under appropriate confidentiality provisions or professional standards of confidentiality substantially equivalent to not less restrictive than those of contained in this Agreement; (d) as reasonably required under the circumstances, to a Third Party in connection with: (i) a merger, consolidation or similar transaction by such Party, or (dii) the sale of all or substantially all of the assets of such Party or to which this Agreement relates, in each case under appropriate confidentiality provisions not less restrictive than those contained in this Agreement; (e) to the extent necessary, Confidential Information may be shared with [*] under appropriate confidentiality provisions not less restrictive than those contained in this Agreement; or (f) to the extent mutually agreed to in writing by the Parties. Each Party acknowledges and agrees that In each of the other Party may submit this Agreement above authorized disclosures, except to the SEC and if a Party does submit this Agreement to the SEC, extent such Party agrees to consult with the other Party with respect to the preparation and submission of, a confidential treatment request for this Agreement. If a Party disclosure is required by applicable law Applicable Law, the Receiving Party shall remain responsible for any failure by any Person who receives the Confidential Information pursuant to make a disclosure of the terms of this Agreement in a filing with or other submission to the SEC, and [*****], then such Party will have the right to make such public disclosure at the time and in the manner reasonably determined by its counsel to be required by applicable law. Notwithstanding anything to the contrary herein, it is hereby understood and agreed that if a Party seeking to make a disclosure to the SEC as set forth in this Section 5.5(b), [*****] 9.2 to treat such comments, limit disclosure or obtain confidential treatment to the extent reasonably requested by the other PartyConfidential Information as required under this Article 9.

Authorized Disclosure. Except as expressly provided otherwise The Receiving Party may disclose Disclosing Party’s Confidential Information to Receiving Party’s Affiliates, directors, officers, employees, agents and consultants, lenders and professional advisors who need to receive the Confidential Information in order to further the activities contemplated in this Agreement, each and who are made *** Certain confidential information contained in this document, marked with three asterisks, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. aware of the confidential nature of the Confidential Information. The Receiving Party may use must (i) enforce the terms of this Article X as to its respective Affiliates, directors, officers, employees, agents, consultants, lenders and disclose professional advisors; (ii) take such action to the extent reasonably necessary to cause its Affiliates, directors, officers, employees, agents, consultants, lenders and professional advisors to comply with the terms and conditions of this Article X; and (iii) be responsible and liable for any breach of the provisions of this Article X by it or its Affiliates, directors, officers, employees, agents, consultants, lenders and professional advisors. Each Party will take reasonable precautions to safeguard the Confidential Information of the other Party. Each Party solely as follows: (a) under appropriate confidentiality provisions substantially equivalent to those in this Agreement: (i) in connection with the performance of its obligations or as reasonably necessary or useful in the exercise of its rights under this Agreement, including will also have the right to grant licenses or sublicenses as permitted hereunder, or (ii) to actual or potential bona fide (sub)licensees, acquirers or assignees, collaborators, investment bankers, investors or lenders with whom a Party (or its Affiliates) has entered into good faith negotiations regarding a proposed transaction, or; (b) to the extent make disclosures of such disclosure is to a governmental authority as reasonably necessary in filing or prosecuting the UHN Patent Rights or Present Improvement Patent Rights, copyright and trademark applications in accordance with this Agreement, prosecuting or defending litigation related to this Agreement, complying with applicable governmental regulations with respect to performance under this Agreement, obtaining Regulatory Approval or fulfilling post-approval regulatory obligations for the Licensed Products, or otherwise required by applicable law; provided, however, that if a Party is required by applicable law or the rules of any securities exchange or automated quotation system to make any such disclosure portions of the other 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 DEA or to any other Party of Governmental Authorities where such disclosure requirement andis necessary for such Party to perform its obligations under this Agreement. In addition, in each the Receiving Party may disclose those portions of the foregoing, will use its reasonable efforts to secure confidential treatment of such Disclosing Party’s Confidential Information required to be disclosed and will only disclosed that Confidential Information that is required to be disclosedby legal process; (c) to advisors (including lawyers and accountants) on a need to know basisprovided, in each case under appropriate confidentiality provisions or professional standards of confidentiality substantially equivalent to those of this Agreementthe Receiving Party, or (d) to the extent mutually agreed it is lawfully able to by do so, promptly informs the Parties. Each Party acknowledges Disclosing Party, uses reasonable efforts to limit the disclosure and agrees that maintains the other Party may submit this Agreement confidentiality to the SEC extent possible and if a permits the Disclosing Party does submit this Agreement to the SEC, attempt by appropriate legal means to limit such Party agrees to consult with the other Party with respect to the preparation and submission of, a confidential treatment request for this Agreement. If a Party is required by applicable law to make a disclosure of the terms of this Agreement in a filing with or other submission to the SEC, and [*****], then such Party will have the right to make such public disclosure at the time and in the manner reasonably determined by its counsel to be required by applicable lawdisclosure. Notwithstanding anything to the contrary herein, it is hereby understood and agreed that if a Party seeking to make a disclosure to the SEC as set forth in this Section 5.5(b10.2, Purdue may disclose the terms of this Agreement, upon the prior written consent of Distributor (not to be unreasonably withheld, conditioned or delayed), [*****] to Third Parties in connection with patent litigation involving the Purdue Patents or the Foreign Patents (each as defined in the Settlement Agreement) or in connection with settlement discussions and agreements with alleged infringers of the Purdue Patents or the Foreign Patents, subject to all such comments, limit disclosure or obtain Third Parties keeping the terms of this Agreement strictly confidential treatment to in accordance with the extent reasonably requested by the other Partyterms hereof.

Authorized Disclosure. Except as expressly provided otherwise If, based upon the advice of legal counsel skilled in this Agreementthe subject matter, each a Party may use and is required to disclose Confidential Information of the other Party solely as follows: to comply with an applicable law, regulation, legal process, or order of a government authority or court of competent jurisdiction, the Party may disclose such Confidential Information only to the Person required to receive such disclosure; provided, however, that the Party required to disclose such Confidential Information shall (a) under appropriate confidentiality provisions substantially equivalent to those the extent permitted by such law, regulation, process, order or rules, first have given prompt (but in this Agreement: no event less than five (i5) business days) advance notice to such other Party to enable it to seek any available exemptions from or limitations on such disclosure requirement and shall reasonably cooperate in connection with such efforts by the performance other Party, (b) furnish only the portion of the Confidential Information which is legally required; (c) use all reasonable efforts to secure confidential protection of such Confidential Information, and (d) continue to perform its obligations or as of confidentiality set out herein. Each Party may disclose Confidential Information of the other Party to Regulatory Authorities to the extent such disclosure is reasonably necessary or useful in regulatory filings required for the exercise development and/or commercialization of its rights under this AgreementLicensed Products. In addition, including each Party may disclose Confidential Information of the right to grant licenses or sublicenses as permitted hereunder, or (ii) to actual or potential bona fide (sub)licensees, acquirers or assignees, collaborators, investment bankers, investors or lenders with whom a other Party (or its Affiliates) has entered into good faith negotiations regarding a proposed transaction, or; (bother than Manufacturing Information) to the extent such disclosure is to a governmental authority as reasonably necessary in the following instances: filing or prosecuting patents as permitted by this Agreement; disclosure to The Rockefeller University and The Regents of the UHN Patent Rights or Present Improvement Patent RightsUniversity of California to the extent necessary to fulfill obligations under the Rockefeller License and UCSF License, copyright and trademark applications respectively, in accordance with this AgreementAgreement and the Rockefeller License or the UCSF License, prosecuting or defending litigation related as applicable; and disclosure to this AgreementSublicensees and potential Sublicensees, complying with applicable governmental regulations with respect contractors, employees and consultants who need to performance under this Agreement, obtaining Regulatory Approval or fulfilling post-approval regulatory obligations know such information for the development, manufacture and commercialization of Licensed Products, to bankers, lawyers, accountants, agents or otherwise required by applicable lawother Third Parties in connection with due diligence or similar investigations, and to potential Third Party investors in confidential financing documents; providedprovided that any such Sublicensee, howevercontractor, that if a employee, consultant, banker, lawyer, accountant, agent or Third Party is required bound by applicable law or obligations of confidentiality and non-use at least as THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [*] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. restrictive as those set forth herein. In the rules case of each disclosure, the Party making such disclosure shall use reasonable efforts to obtain confidential treatment of any securities exchange or automated quotation system to make any such disclosure disclosure, and shall not disclose Confidential Information of the other 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 Party other Party of such disclosure requirement and, in each of the foregoing, will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed and will only disclosed that Confidential Information that than is required to be disclosed; (c) to advisors (including lawyers and accountants) on a need to know basis, in each case under appropriate confidentiality provisions or professional standards of confidentiality substantially equivalent to those of this Agreement, or (d) to the extent mutually agreed to by the Parties. Each Party acknowledges and agrees that the other Party may submit this Agreement to the SEC and if a Party does submit this Agreement to the SEC, such Party agrees to consult with the other Party with respect to the preparation and submission of, a confidential treatment request for this Agreement. If a Party is required by applicable law to make a disclosure of the terms of this Agreement in a filing with or other submission to the SEC, and [*****], then such Party will have the right to make such public disclosure at the time and in the manner reasonably determined by its counsel to be required by applicable law. Notwithstanding anything to the contrary herein, it is hereby understood and agreed that if a Party seeking to make a disclosure to the SEC as set forth in this Section 5.5(b), [*****] such comments, limit disclosure or obtain confidential treatment to the extent reasonably requested by the other Partynecessary.

Authorized Disclosure. Except as expressly provided otherwise in Notwithstanding any other provision of this Agreement, each Party may use and disclose Confidential Information of belonging to the other Party solely as followsto the extent such disclosure is reasonably necessary in the following instances: (a) under appropriate confidentiality provisions substantially equivalent filing or prosecuting Patent Rights pursuant to those in this Agreement: Section 5.1(c); (ib) prosecuting or defending litigation against a Third Party; (c) complying with Applicable Law or the rules or regulations of any securities exchange on which such Party’s stock is listed; (d) disclosure, in connection with the performance of its obligations or as reasonably necessary or useful in the exercise of its rights under this Agreement, including the right to grant licenses or sublicenses as Affiliates, permitted hereunder, or (ii) to actual or potential bona fide (sub)licensees, acquirers contractors, IRBs, contract research organizations, academic institutions, consultants, agents, investigators, and employees and contractors engaged by study sites and investigators involved with or assigneespotentially involved with the Combined Therapy Clinical Trial, collaborators, investment bankers, investors or lenders with each of whom a Party (or its Affiliates) has entered into good faith negotiations regarding a proposed transaction, orprior to disclosure must be bound by terms of confidentiality and non-use at least as protective of Confidential Information as those set forth in this Article 7; (be) disclosure of the Combined Therapy Study Data, Combined Therapy Inventions and Combined Therapy Patent Rights to Regulatory Authorities in connection with the development of the Combined Therapy, the TPT Study Drug or the EQRx Study Drug; and (f) disclosure of relevant safety information contained within the Combined Therapy Study Data to investigators, IRBs or ethics committees and Regulatory Authorities that are involved in other clinical trials of the TPT Study Drug with respect to TPT, and the EQRx Study Drug with respect to EQRx, and, in the event of a Material Safety Issue, to Third Parties that are collaborating with TPT or EQRx, respectively in the conduct of such other clinical trials of the TPT Study Drug or the EQRx Study Drug, in each case solely to the extent such disclosure is to a governmental authority as reasonably necessary in filing or prosecuting the UHN Patent Rights or Present Improvement Patent Rights, copyright and trademark applications in accordance with this Agreement, prosecuting or defending litigation related to this Agreement, complying with applicable governmental regulations with respect to performance under this Agreement, obtaining Regulatory Approval or fulfilling post-approval regulatory obligations for the Licensed Productsconduct of such clinical trials or to comply with Applicable Law and regulatory requirements. Notwithstanding the foregoing, or otherwise required by applicable law; provided, however, that if a Party is required by applicable law or the rules otherwise intends to make a disclosure of any securities exchange or automated quotation system to make any such disclosure of the other Party’s Confidential Information pursuant to Section 7.3 (other than in connection with litigation between the Parties) or Section 7.3, it will, except where impracticable for necessary disclosures (for example, in the event of medical emergency), will give reasonable advance written notice to the such other Party of such disclosure requirement andimpending disclosure, to the extent legally permissible and reasonably practicable, and endeavor in each of the foregoing, will use its reasonable efforts good faith to secure confidential treatment of such Confidential Information required to be disclosed and will only disclosed or reasonably assist the Party that owns such Confidential Information that is required to be disclosed; (c) to advisors (including lawyers and accountants) on in seeking a need to know basis, in each case under appropriate confidentiality provisions or professional standards of confidentiality substantially equivalent to those of this Agreement, or (d) to the extent mutually agreed to by the Parties. Each Party acknowledges and agrees that the other Party may submit this Agreement to the SEC and if a Party does submit this Agreement to the SEC, such Party agrees to consult with the other Party with respect to the preparation and submission of, a confidential treatment request for this Agreement. If a Party is required by applicable law to make a disclosure of the terms of this Agreement in a filing with protective order or other submission to the SEC, and [*****], then such Party will have the right to make such public disclosure at the time and in the manner reasonably determined by its counsel to be required by applicable law. Notwithstanding anything to the contrary herein, it is hereby understood and agreed that if a Party seeking to make a disclosure to the SEC as set forth in this Section 5.5(b), [*****] such comments, limit disclosure or obtain confidential treatment to the extent reasonably requested by the other Partytreatment.

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, each The Receiving Party may use and disclose Confidential Information of belonging to the other Disclosing Party solely as follows: to the extent such disclosure is reasonably necessary for complying with applicable Laws, including regulations promulgated by securities exchanges and any court orders, provided that such Receiving Party promptly notifies the Disclosing Party in writing prior to making any such disclosure and cooperates with the Disclosing Party’s efforts to seek confidential treatment or to otherwise limit disclosure. Each Receiving Party may disclose the Disclosing Party’s Confidential Information to its Affiliates, employees, agents, advisors, and independent contractors engaged by such Receiving Party, in each case (a) under appropriate confidentiality provisions substantially equivalent only to those in this Agreement: (i) the extent such Persons need to know the Confidential Information solely in connection with the performance of its obligations or as reasonably necessary or useful in the exercise of its rights under this Agreement, including the right to grant licenses or sublicenses as permitted hereunder, or (ii) to actual or potential bona fide (sub)licensees, acquirers or assignees, collaborators, investment bankers, investors or lenders with whom a Party (or its Affiliates) has entered into good faith negotiations regarding a proposed transaction, or; and (b) provided that each Person receiving Confidential Information must be bound by obligations of confidentiality and non-use at least as stringent, and equivalent in scope, to the extent such disclosure is those set forth in this Article 4 prior to a governmental authority as reasonably necessary in filing or prosecuting the UHN Patent Rights or Present Improvement Patent Rights, copyright and trademark applications in accordance with this Agreement, prosecuting or defending litigation related to this Agreement, complying with applicable governmental regulations with respect to performance under this Agreement, obtaining Regulatory Approval or fulfilling post-approval regulatory obligations for the Licensed Products, or otherwise required by applicable law; provided, however, that if a Party is required by applicable law or the rules of any securities exchange or automated quotation system to make any such disclosure and such Receiving Party shall be liable to the Disclosing Party for any breach of such obligations by the Person to whom the Confidential Information was disclosed. Each Receiving Party may also disclose Confidential Information of the other Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosures (for example, in including the event of medical emergency), give reasonable advance notice to the other Party of such disclosure requirement and, in each of the foregoing, will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed and will only disclosed that Confidential Information that is required to be disclosed; (c) to advisors (including lawyers and accountants) on a need to know basis, in each case under appropriate confidentiality provisions or professional standards of confidentiality substantially equivalent to those material terms of this Agreement, or (d) provide a copy of any such agreement or a summary of such Party’s findings during any due diligence investigation, in connection with any actual or potential collaboration, investment, acquisition or licensing transaction to any bona fide potential or actual collaborator, investor, investment banker, acquirer, provider of debt or royalty financing, licensee or any potential or actual financial partner without consent of the other Party, and provided that in connection with such disclosure, each Person to whom such Confidential Information is disclosed must be bound by obligations of confidentiality and non-use at least as stringent, and equivalent in scope, to those set forth in this Article 4 prior to any such disclosure and the Receiving Party making such disclosure to such recipient shall be liable to the extent mutually agreed to Disclosing Party for any breach of such obligations by the Partiessuch recipient. Each Party acknowledges and agrees that the other Party may submit this Agreement to the SEC and if a Party does submit this Agreement to the SECIn any event, such each Party agrees to consult with the other Party with respect take all reasonable action to the preparation and submission of, a confidential treatment request for this Agreement. If a Party is required by applicable law to make a avoid unauthorized use or disclosure of Confidential Information of another Party hereunder. In the event of any conflict between the terms of this Agreement in a filing with or other submission to the SECArticle 4, and [*****]the Confidentiality Agreement, then such Party will have the right to make such public disclosure at the time and in the manner reasonably determined by its counsel to be required by applicable law. Notwithstanding anything to the contrary herein, it is hereby understood and agreed that if a Party seeking to make a disclosure to the SEC as set forth in this Section 5.5(b), [*****] such comments, limit disclosure or obtain confidential treatment to the extent reasonably requested by the other Partyterms of Confidentiality Agreement shall prevail.

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, each a Receiving Party may use and disclose Confidential Information of the other Disclosing Party solely as follows: (a) under appropriate confidentiality provisions substantially equivalent to the extent required to those of its employees, agents and representatives who reasonably need to know such Confidential Information in this Agreement: (i) order to advise or assist the Receiving Party 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 and under appropriate written (or legal or ethical such as in the case of attorneys) confidentiality and non-use obligations no less protective of the Disclosing Party than those set forth in this Agreement, including the right to grant licenses or sublicenses as permitted hereunder, or (ii) to actual or potential bona fide (sub)licensees, acquirers or assignees, collaborators, investment bankers, investors or lenders with whom a Party (or its Affiliates) has entered into good faith negotiations regarding a proposed transaction, or; (b) to the extent such disclosure is to a governmental authority as reasonably necessary in filing or prosecuting the UHN Patent Rights or Present Improvement Patent Rights, copyright and trademark applications in accordance with this Agreement, prosecuting or defending litigation related to this Agreement, complying with applicable governmental regulations with respect to performance under this Agreement, obtaining Regulatory Approval or fulfilling post-approval regulatory obligations for the Licensed Products, or otherwise required by applicable lawLaw; provided, however, that if a Receiving Party is required by applicable law or the rules of any securities exchange or automated quotation system Law to make any such disclosure of the other a Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosures (for example, in the event of medical emergency)impracticable, give reasonable advance notice to the other Disclosing Party of such disclosure requirement requirement, limit disclosure to only the Confidential Information requested to be disclosed and, in each of if requested by the foregoingDisclosing Party, will use its reasonable efforts cooperate with the Disclosing Party to secure confidential treatment of such Confidential Information required to be disclosed and will only disclosed that Confidential Information that is required to be disclosed; (c) to advisors (including lawyers and accountants) in communication with existing or bona fide prospective investors, lenders, professional advisors, acquirers, merger partners, subcontractors, licensees or Inbound Licensors on a need to know basis, in each case under appropriate written (or legal or ethical such as in the case of attorneys) confidentiality provisions or professional standards of confidentiality and non-use obligations substantially equivalent to those of this Agreement, or except that the term of such obligations may be shorter, and with respect to any disclosure to an Inbound Licensor under an Existing In-License Agreement, Neurocrine acknowledges that the relevant Inbound Licensor is obligated to retain any information provided to it in confidence only as required pursuant to the terms of the applicable Existing In-License Agreement; (d) to the extent mutually agreed to in writing by the Parties; (e) to a patent authority in connection with Prosecution and Maintenance, Defense Proceedings and enforcement of Patent Rights in accordance with Article 10; and (f) in the case of Neurocrine as Receiving Party, in Regulatory Filings for Collaboration Products and, in each case under appropriate written confidentiality and non-use obligations substantially equivalent to those of this Agreement, to Third Party contractors in connection with its Development, Manufacture and Commercialization of Collaboration Products. Each Party acknowledges The confidentiality and agrees that the other Party may submit non-use obligations set forth under this Agreement to shall survive the SEC and if a Party does submit this Agreement to the SEC, such Party agrees to consult with the other Party with respect to the preparation and submission of, a confidential treatment request for this Agreement. If a Party is required by applicable law to make a disclosure of the terms termination or expiration of this Agreement in for a filing with or other submission to the SEC, and period of [*****], then such Party will have the right to make such public disclosure at the time and in the manner reasonably determined by its counsel to be required by applicable law. Notwithstanding anything to the contrary herein, it is hereby understood and agreed that if a Party seeking to make a disclosure to the SEC as set forth in this Section 5.5(b), [*****] such comments, limit disclosure or obtain confidential treatment to the extent reasonably requested by the other Party.

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, each a Receiving Party may use and disclose Confidential Information of the other Disclosing Party solely as follows: (ai) under appropriate confidentiality provisions substantially equivalent similar to those in this Agreement: (i) , in connection with the performance of its obligations or as reasonably necessary or useful in the exercise of its rights under granted or reserved in this Agreement, Agreement (including the right rights to commercialize Products and to grant licenses or and sublicenses as permitted hereunder, under the licenses granted herein); or (ii) to actual or potential bona fide (sub)licensees, acquirers or assignees, collaborators, investment bankers, investors or lenders with whom a Party (or its Affiliates) has entered into good faith negotiations regarding a proposed transaction, or; (b) to the extent such disclosure is to a governmental authority as reasonably necessary in filing or prosecuting the UHN Patent Rights or Present Improvement Patent Rightspatent, copyright and trademark applications in accordance with this Agreementapplications, prosecuting or defending litigation related to this Agreementlitigation, complying with applicable governmental regulations with respect to performance under this Agreementregulations, obtaining Regulatory Approval regulatory approval, conducting pre-clinical activities or fulfilling post-approval regulatory obligations for the Licensed clinical trials, marketing Products, or otherwise required by applicable law; provided, however, that if a Receiving Party is required by applicable law or the rules of any regulation, including securities exchange or automated quotation system laws and regulations, to make any such disclosure of the other a Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosures (disclosures, for example, example in the event of medical emergency), give reasonable advance notice to the other Disclosing Party of such disclosure requirement and, except to the extent inappropriate in each the case of the foregoingpatent applications, will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed and will only disclosed that Confidential Information that is required to be disclosed; or (ciii) to in communication with investors, consultants, advisors (including lawyers and accountants) or others on a need to know basis, in each case under appropriate confidentiality provisions or professional standards of confidentiality substantially equivalent to those of this Agreement, ; or (div) to the extent 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 to treat such Confidential Information as required under this Agreement. Each Party acknowledges and agrees For so long as this agreement remains in effect, the Parties agree that the other Party may submit this Agreement Exon 51 Data transferred to Prosensa in accordance with Article III shall be deemed to be the SEC Confidential Information of Prosensa (and if a Party does submit this Agreement Prosensa shall be deemed to be the SEC, such Party agrees to consult with the other Disclosing Party with respect to all such GSK Know-How under this Article V) and not the preparation Confidential Information of GSK (and submission of, a confidential treatment request for this Agreement. If a Party is required by applicable law to make a disclosure of the terms of this Agreement in a filing with or other submission to the SEC, and [*****], then such Party will have the right to make such public disclosure at the time and in the manner reasonably determined by its counsel GSK shall be deemed to be required by applicable lawthe Receiving Party with respect to all such GSK Know-How under Article V) and shall not be subject to 5.1(a) or (d) with respect to GSK now becoming the Receiving Party. Notwithstanding anything the transfer and assignment of such GSK Know-How to the contrary hereinProsensa, it is hereby understood and agreed that if a Party seeking to make a disclosure to the SEC as set forth in this Section 5.5(b), [*****] GSK may retain one copy of such comments, limit disclosure or obtain confidential treatment to the extent reasonably requested by the other PartyKnow-How with its legal counsel solely for legal archival purposes.

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, each Each Party may use and disclose the other Party’s Confidential Information of the other Party hereunder solely as follows: (a) under appropriate confidentiality provisions substantially equivalent to those in this Agreement: (i) in connection with the performance of its obligations or as reasonably necessary or useful in the exercise of its rights under this Agreement, including the right to grant licenses or sublicenses as permitted hereunder, or (ii) to actual or potential bona fide (sub)licensees, acquirers or assignees, collaborators, investment bankers, investors or lenders with whom a Party (or its Affiliates) has entered into good faith negotiations regarding a proposed transaction, or; (b) to the extent such disclosure is to a governmental authority as reasonably necessary in filing or prosecuting the UHN Patent Rights or Present Improvement Patent Rights, copyright and trademark applications in accordance connection with this Agreement, prosecuting or defending litigation related to this Agreement, complying with applicable governmental regulations with respect to performance under this Agreement, obtaining Regulatory Approval or fulfilling post-approval regulatory obligations for Applicable Laws; provided that in the Licensed Products, or otherwise required by applicable law; provided, however, that if a Party is required by applicable law or the rules event of any securities exchange or automated quotation system to make any such disclosure of the other Disclosing Party’s Confidential Information it by the Receiving Party, the Receiving Party will, except where impracticable for necessary disclosures (for example, in the event of medical emergency)impracticable, give reasonable advance notice to the other Disclosing Party of such disclosure requirement and, in each (so that the Disclosing Party may seek a protective order and or other appropriate remedy or waive compliance with the confidentiality provisions of the foregoing, this ARTICLE 10 (Confidentiality)) and will use its reasonable efforts Reasonable Commercial Efforts to secure confidential treatment of such Confidential Information required to be disclosed and will only disclosed that disclosed. Confidential Information may be disclosed by Alios to Third Parties bound by confidentiality and non-use restrictions at least as restrictive as those set forth in this ARTICLE 10 (Confidentiality) to the extent such Confidential Information (a) is disclosed to bona fide potential or actual investors in or acquirers of Alios; or (b) is disclosed to attorneys, bankers or other financial institutions in connection with obtaining loans, financing, or other financial services; provided, in each case, that Alios shall limit such disclosure of Confidential Information to information Alios reasonably determines is material to such Third Party’s potential investment in, acquisition of, loan to, financial arrangement with or other services to be provided to, Alios. Confidential Information may be disclosed by a Party to (i) those of its and its Affiliates’ or its Sublicensees’ directors, officers, employees, agents, consultants, Outside Contractors, and clinical investigators that such Party reasonably determines have a need to know such Confidential Information to achieve the purposes of this Agreement; provided, however, that such Party shall ensure that its and its Affiliates’ or Sublicensees’ directors, officers, employees, agents, consultants, Outside Contractors, and clinical investigators to whom disclosure is to be made are bound by confidentiality and non-use restrictions at least as restrictive as those set forth in this ARTICLE 10 (Confidentiality), and (ii) to the extent such disclosure is reasonably necessary in connection with submissions to any Governmental Authority for the purposes of this Agreement or in filing or prosecuting patent applications contemplated under this Agreement; provided that in the event of any such disclosure of the Disclosing Party’s Confidential Information by the Receiving Party, the Receiving Party will use its Reasonable Commercial Efforts to secure confidential treatment of such Confidential Information required to be disclosed; (c) to advisors (including lawyers and accountants) on a need to know basis, in each case under appropriate confidentiality provisions or professional standards of confidentiality substantially equivalent to those of this Agreement, or (d) to the extent mutually agreed to by the Parties. Each Party acknowledges and agrees that the other Party may submit this Agreement to the SEC and if a Party does submit this Agreement to the SEC, such Party agrees to consult with the other Party with respect to the preparation and submission of, a confidential treatment request for this Agreement. If a Party is required by applicable law to make a disclosure of the terms of this Agreement in a filing with or other submission to the SEC, and [*****], then such Party will have the right to make such public disclosure at the time and in the manner reasonably determined by its counsel to be required by applicable law. Notwithstanding anything to the contrary herein, it is hereby understood and agreed that if a Party seeking to make a disclosure to the SEC as set forth in this Section 5.5(b), [*****] such comments, limit disclosure or obtain confidential treatment to the extent reasonably requested by the other Party.

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, each Party may use and disclose Confidential Information of the other Party solely as follows: (ai) under appropriate confidentiality provisions substantially equivalent to those in this Agreement: Agreement (iexcept that the term of confidentiality may be shorter than the term of confidentiality herein, but in no event less than five (5) years after the termination of the agreement with the disclosee containing such confidentiality provisions) in connection with the performance of its obligations or as reasonably necessary or useful in the exercise of its rights under this Agreement, including the right to grant licenses or sublicenses or extension of the licenses and sublicenses to Affiliates and subcontractors as permitted hereunder, or ; (ii) to actual or potential bona fide (sub)licensees, acquirers or assignees, collaborators, investment bankers, investors or lenders with whom a Party (or its Affiliates) has entered into good faith negotiations regarding a proposed transaction, or; (b) to the extent such disclosure is to a governmental authority as reasonably necessary in filing Prosecuting or prosecuting the UHN Maintaining any Patent Rights or Present Improvement Patent Rights, copyright and trademark applications other intellectual property right in accordance with this Agreement, prosecuting or defending litigation related to this Agreement, complying with applicable governmental regulations with respect to performance under this Agreement, obtaining Regulatory Approval Agreement (including to comply with the applicable rules of any public stock exchange upon which the stock of such Party or fulfilling post-approval regulatory obligations for the Licensed Productsits Affiliate is listed), or otherwise required by applicable law; Law, provided, however, that if a Party is required by applicable law Law or the rules of any securities exchange or automated quotation system court order to make any such disclosure of the other 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 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 and will only disclosed that Confidential Information that is required to be disclosed; (ciii) to in communication with advisors (including financial advisors, lawyers and accountants) or actual or bona fide potential investors or acquirers, or actual or bona fide potential licensees or sublicensees related to Other Products, or approved or permitted contractors, service providers, vendors and the like used (or to be used) in connection with activities hereunder, each on a need to know basis, and in each case under appropriate standard confidentiality provisions or professional standards obligations (subject to the allowances for term of confidentiality substantially equivalent provided in subsection (i) above, except with respect to those disclosures to actual or bona fide potential investors and acquirers receiving any technical data related to Other Compounds or Other Products that is Confidential Information of this Agreementthe other Party shall be subject to obligations of confidentiality for a period of at least five (5) years after such disclosure, or (div) to the extent mutually agreed to by the Parties. Each Party acknowledges and agrees that the other Party may submit this Agreement In addition to the SEC and if a Party does submit this Agreement to the SECforegoing, such Party agrees to consult with the other Party with respect to complying with the preparation and submission ofdisclosure requirements of the SEC or similar regulatory bodies or the rules of an applicable public stock exchange, a confidential treatment request for in connection with any required disclosure of material information related to this Agreement. If a Party is required by applicable law to make a disclosure of , the terms of this Agreement in a filing Parties shall consult with or other submission to one another concerning the SEC, and [*****], then such Party will have the right to make such public disclosure at the time and in the manner reasonably determined by its counsel information to be required by applicable law. Notwithstanding anything to the contrary herein, it is hereby understood and agreed that if a Party seeking to make a disclosure to the SEC as set forth in this Section 5.5(b), [*****] such comments, limit disclosure or obtain confidential treatment to the extent reasonably requested by the other Partydisclosed where practicable.

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, each Party may use and disclose Confidential Information of the other Party solely as follows: (ai) under appropriate confidentiality provisions substantially equivalent to those in this Agreement: Agreement (iexcept that the term of confidentiality may be shorter than the term of confidentiality herein, but in no event less than [****] years after the termination of the agreement with the disclosee containing such confidentiality provisions): (A) in connection with the performance of its obligations or as reasonably necessary or useful in the exercise of its rights under this Agreement, including the right to grant licenses or sublicenses or extension of the licenses and sublicenses to Affiliates and subcontractors as permitted hereunder, or (ii) to actual or potential bona fide (sub)licensees, acquirers or assignees, collaborators, investment bankers, investors or lenders with whom a Party (or its Affiliates) has entered into good faith negotiations regarding a proposed transaction, or; (bB) to the extent such disclosure is reasonably necessary or useful in conducting activities under the Plans (including the plans for Exclusive Indications in the Territory and the plans for Co-Development indications in the ROW for Development and in the Territory outside the Co-Promotion Countries for Commercialization) (C) in complying with the terms of agreements with Third Parties existing as of the Effective Date, or thereafter pursuant to a governmental authority which such Party first obtains rights to such Party’s Licensed Technology which is (sub)licensed to the other Party hereunder (provided that, Exhibit 11.2 sets forth the Third Party and corresponding agreement pursuant to which any disclosure of the other Party’s Confidential Information is required that is in effect as of the Effective Date); (ii) to the extent such disclosure is reasonably necessary in filing Prosecuting or prosecuting the UHN Maintaining any Patent Rights or Present Improvement Patent Rights, copyright and trademark applications other intellectual property right in accordance with this Agreement, prosecuting or defending litigation related to this Agreement, complying with applicable governmental regulations with respect to performance under this AgreementAgreement (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 any Regulatory Filings, otherwise obtaining Regulatory Approval Marketing Approvals or fulfilling post-approval regulatory Marketing Approval obligations for the Licensed Products, or otherwise required by applicable law; Law, provided, however, that if a Party is required by applicable law Law or the rules of any securities exchange or automated quotation system court order to make any such disclosure of the other 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 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 and will only disclosed that Confidential Information that is required to be disclosed; (ciii) to in communication with advisors (including financial advisors, lawyers and accountants) or actual or bona fide potential investors or acquirers, or actual or bona fide potential licensees or sublicensees related to Products, or approved or permitted contractors, service providers, vendors and the like used (or to be used) in connection with activities hereunder, each on a need to know basis, and in each case under appropriate standard confidentiality provisions or professional standards obligations (subject to the allowances for term of confidentiality substantially equivalent provided in subsection (i) above, except with respect to those disclosures to actual or bona fide potential investors and acquirers receiving any technical data related to Compounds or Products that is Confidential Information of the other Party shall be subject to obligations of confidentiality for a period of at least [****] years after such disclosure, provided that if, at the time of disclosure to a potential acquirer, such potential acquirer has active programs (“Walled-Off Programs”) that would be “Competing Activities” as defined in Section 7.1 if they were conducted by the Party potentially to be acquired * Certain information on this Agreementpage has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (the “Target”), then the Target shall contractually obligate such potential acquirer to keep all technical data related to Compounds or Products that is Confidential Information of the non-Target Party separate from Walled-Off Programs to prevent receipt or use thereof in the Walled-Off Programs for the longer of (x) [****] years after permanent cessation of discussions regarding such acquisition, or (dy) the term of this Agreement in the event the Target is acquired by or merged with the potential acquirer), or (iv) to the extent mutually agreed to by the Parties. Each Party acknowledges and agrees that the other Party may submit this Agreement In addition to the SEC and if a Party does submit this Agreement to the SECforegoing, such Party agrees to consult with the other Party with respect to complying with the preparation and submission ofdisclosure requirements of the SEC or similar regulatory bodies or the rules of an applicable public stock exchange, a confidential treatment request for in connection with any required disclosure of material information related to this Agreement. If a Party is required by applicable law to make a disclosure of , the terms of this Agreement in a filing Parties shall consult with or other submission to one another concerning the SEC, and [*****], then such Party will have the right to make such public disclosure at the time and in the manner reasonably determined by its counsel information to be required by applicable law. Notwithstanding anything to the contrary herein, it is hereby understood and agreed that if a Party seeking to make a disclosure to the SEC as set forth in this Section 5.5(b), [*****] such comments, limit disclosure or obtain confidential treatment to the extent reasonably requested by the other Partydisclosed where practicable.

Authorized Disclosure. Except as expressly provided otherwise in this Agreement(a) In addition to disclosures allowed under Section 12.2, each Party may use and disclose Confidential Information of belonging to the other Party or its Affiliates solely as follows: (a) under appropriate confidentiality provisions substantially equivalent to those the extent such disclosure is necessary in this Agreementthe following instances: (i) filing or prosecuting Patent [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Rights as permitted by this Agreement; (ii) in connection with the performance Regulatory Filings for Products; (iii) prosecuting or defending litigation as permitted by this Agreement; (iv) complying with Applicable Law, court orders or governmental regulations, including rules of its obligations or as reasonably necessary or useful in the exercise self-regulatory organizations and SEC filing and disclosure requirements; (v) Company’s disclosure of its rights Confidential Information under this Agreement, Agreement (including the right to grant licenses or sublicenses as permitted hereunder, or (iiNovartis’ Confidential Information) to actual or potential bona fide (sub)licensees, acquirers or assignees, collaborators, investment bankers, investors or lenders with whom a any Existing Third Party (or its Affiliates) has entered into good faith negotiations regarding a proposed transaction, orLicensor to the limited extent required by an Existing Third Party License; (bvi) to the extent such disclosure is reasonably necessary and with prior notice if possible under the circumstances: (A) to comply with the terms of agreements with Third Parties related to a governmental authority Collaboration Product that exist as reasonably necessary in filing or prosecuting of the UHN Patent Rights or Present Improvement Patent Rights, copyright and trademark applications in accordance Effective Date; (B) to comply with this Agreement, prosecuting or defending litigation the terms of agreements with Third Parties related to a Collaboration Product that are entered into after the Effective Date, provided that such agreements are entered into in compliance with the terms of this AgreementAgreement and, complying with applicable governmental regulations with respect to performance under this Agreement, obtaining Regulatory Approval or fulfilling post-approval regulatory obligations for further provided that the Licensed Products, or otherwise required by applicable law; provided, however, that if a Party is required by applicable law or the rules provisions of any securities exchange or automated quotation system to make any such agreements requiring disclosure of the other 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 have been reviewed and approved by such other Party of (such disclosure requirement and, in each of the foregoing, will use its reasonable efforts to secure confidential treatment of such Confidential Information required approval not to be disclosed and will only disclosed that Confidential Information that is required to be disclosedunreasonably withheld); or (cvii) to advisors (including lawyers and accountants) on potential or actual investors or acquirers as may be necessary in connection with their evaluation of a need potential or actual investment or acquisition; provided that such persons shall be subject to know basis, in each case under appropriate confidentiality provisions or professional standards obligations of confidentiality substantially equivalent to and non-use at least as protective as those of set forth in this Agreement, or Article 12; and (dviii) to the extent mutually agreed to by the Parties. Each Party acknowledges otherwise necessary or appropriate in connection with its rights and agrees that the other Party may submit this Agreement to the SEC and if a Party does submit this Agreement to the SEC, such Party agrees to consult with the other Party with respect to the preparation and submission of, a confidential treatment request for this Agreement. If a Party is required by applicable law to make a disclosure of the terms of this Agreement in a filing with or other submission to the SEC, and [*****], then such Party will have the right to make such public disclosure at the time and in the manner reasonably determined by performing its counsel to be required by applicable law. Notwithstanding anything to the contrary herein, it is hereby understood and agreed that if a Party seeking to make a disclosure to the SEC as set forth in this Section 5.5(b), [*****] such comments, limit disclosure or obtain confidential treatment to the extent reasonably requested by the other Partyobligations hereunder.

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, each Party may use and disclose Confidential Information of the other Party solely as follows: (a) under appropriate confidentiality provisions substantially equivalent to those in this Agreement: Agreement (but of shorter duration, if customary): (i) in connection with the performance of its obligations or as reasonably necessary or useful in the exercise of its rights under this Agreement, including the right to grant licenses or sublicenses as permitted hereunder, (ii) to the extent such disclosure is reasonably necessary or useful in conducting Clinical Trials under this Agreement; or (iiiii) to actual or potential bona fide (sub)licensees, acquirers or assignees, collaborators, investment bankers, investors or lenders with whom a Party (or its Affiliates) has entered into good faith negotiations regarding a proposed transactionlenders, or; (b) to the extent such disclosure is to a governmental authority Governmental Authority as reasonably necessary in filing or prosecuting the UHN Patent Rights or Present Improvement Patent RightsPatent, copyright and trademark applications in accordance with this Agreement, prosecuting or defending litigation related to this Agreement, complying with applicable governmental regulations with respect to performance under this Agreement, obtaining Regulatory Approval or fulfilling post-approval regulatory obligations for the Licensed ProductsCompounds or Licensed Products in its respective Territory, or otherwise required by applicable lawLaw; provided, however, that if a Party is required by applicable law Law or the rules of any securities exchange or automated quotation system to make any such disclosure of the other 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 other Party of such disclosure requirement and, in each of the foregoing, will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed and will only disclosed disclose that Confidential Information that is required to be disclosed; (c) to advisors (including lawyers and accountants) on a need to know basis, in each case under appropriate confidentiality provisions or professional standards of confidentiality substantially equivalent to no less restrictive than those of set forth in this Agreement, or (d) to the extent mutually agreed to by the PartiesParties in writing. For clarity, neither Party shall be permitted to release a press release announcing the execution of this Agreement without the written consent of the other Party. Each Party acknowledges and agrees that the other Party may submit this Agreement to the SEC U.S. Securities and Exchange Commission or an equivalent authority governing such Party (“SEC”) and if a Party does submit this Agreement to the SEC, such Party agrees to consult with the other Party with respect to the preparation and submission of, a confidential treatment request for this Agreement. If a Party is required by applicable law Law to make a disclosure of the terms of this Agreement in a filing with or other submission to the SEC, and [*****](A) such Party has provided copies of the disclosure to the other Party as far in advance of such filing or other disclosure as is reasonably practicable under the circumstances, (B) such Party has promptly notified the other Party in writing of such requirement and any respective timing constraints, and (C) such Party has given the other Party a reasonable time under the circumstances from the date of notice by such Party of the required disclosure to comment upon, request confidential treatment or approve such disclosure, then such Party will have the right to make such public disclosure at the time and in the manner reasonably determined by its counsel to be required by applicable lawLaw. Notwithstanding anything to the contrary herein, it is hereby understood and agreed that if a Party seeking to make a disclosure to the SEC U.S. Securities and Exchange Commission as set forth in this Section 5.5(b)13.2, [*****] and the other Party provides comments within the respective time periods or constraints specified herein or within the respective notice, the Party seeking to make such disclosure or its counsel, as the case may be, will in good faith (1) consider incorporating such comments and (2) use reasonable efforts to incorporate such comments, limit disclosure or obtain confidential treatment to the extent reasonably requested by the other Party.

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, each Each Party may use and disclose the other Party’s Confidential Information of the other Party hereunder solely as follows: (a) under appropriate confidentiality provisions substantially equivalent to those in this Agreement: (i) in connection with the performance of its obligations or as reasonably necessary or useful in the exercise of its rights under this Agreement, including the right to grant licenses or sublicenses as permitted hereunder, or (ii) to actual or potential bona fide (sub)licensees, acquirers or assignees, collaborators, investment bankers, investors or lenders with whom a Party (or its Affiliates) has entered into good faith negotiations regarding a proposed transaction, or; (b) to the extent such disclosure is to a governmental authority as reasonably necessary in filing or prosecuting the UHN Patent Rights or Present Improvement Patent Rights, copyright and trademark applications in accordance connection with this Agreement, prosecuting or defending litigation related to this Agreement, complying with applicable governmental regulations with respect to performance under this Agreement, obtaining Regulatory Approval or fulfilling post-approval regulatory obligations for Applicable Laws; provided that in the Licensed Products, or otherwise required by applicable law; provided, however, that if a Party is required by applicable law or the rules event of any securities exchange or automated quotation system to make any such disclosure of the other Disclosing Party’s Confidential Information it by the Receiving Party, the Receiving Party will, except where impracticable for necessary disclosures (for example, in the event of medical emergency)impracticable, give reasonable advance notice to the other Disclosing Party of such disclosure requirement and, in each (so that the Disclosing Party may seek a protective order and or other appropriate remedy or waive compliance with the confidentiality provisions of the foregoing, this ARTICLE 10 (Confidentiality)) and will use its reasonable efforts Reasonable Commercial Efforts to secure confidential treatment of such Confidential Information required to be disclosed and will only disclosed that disclosed. Confidential Information may be disclosed by Alios to Third Parties bound by confidentiality and non-use restrictions at least as restrictive as those set forth in this ARTICLE 10 (Confidentiality) to the extent such Confidential Information (a) is disclosed to bona fide potential or actual investors in or acquirers of Alios; or (b) is disclosed to attorneys, bankers or other financial institutions in connection with obtaining loans, financing, or other financial services; provided, in each case, that Alios shall limit such disclosure of Confidential Information to information Alios reasonably determines is material to such Third Party’s potential investment in, acquisition of, loan to, financial arrangement with or other services to be provided to, Alios. Confidential Information may be disclosed by a Party to (i) those of its and its Affiliates’ or its Sublicensees’ directors, officers, employees, agents, consultants, Outside Contractors, and clinical investigators that such Party reasonably determines have a need to know Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been separately filed with the Commission. such Confidential Information to achieve the purposes of this Agreement; provided, however, that such Party shall ensure that its and its Affiliates’ or Sublicensees’ directors, officers, employees, agents, consultants, Outside Contractors, and clinical investigators to whom disclosure is to be made are bound by confidentiality and non-use restrictions at least as restrictive as those set forth in this ARTICLE 10 (Confidentiality), and (ii) to the extent such disclosure is reasonably necessary in connection with submissions to any Governmental Authority for the purposes of this Agreement or in filing or prosecuting patent applications contemplated under this Agreement; provided that in the event of any such disclosure of the Disclosing Party’s Confidential Information by the Receiving Party, the Receiving Party will use its Reasonable Commercial Efforts to secure confidential treatment of such Confidential Information required to be disclosed; (c) to advisors (including lawyers and accountants) on a need to know basis, in each case under appropriate confidentiality provisions or professional standards of confidentiality substantially equivalent to those of this Agreement, or (d) to the extent mutually agreed to by the Parties. Each Party acknowledges and agrees that the other Party may submit this Agreement to the SEC and if a Party does submit this Agreement to the SEC, such Party agrees to consult with the other Party with respect to the preparation and submission of, a confidential treatment request for this Agreement. If a Party is required by applicable law to make a disclosure of the terms of this Agreement in a filing with or other submission to the SEC, and [*****], then such Party will have the right to make such public disclosure at the time and in the manner reasonably determined by its counsel to be required by applicable law. Notwithstanding anything to the contrary herein, it is hereby understood and agreed that if a Party seeking to make a disclosure to the SEC as set forth in this Section 5.5(b), [*****] such comments, limit disclosure or obtain confidential treatment to the extent reasonably requested by the other Party.

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, each Party may use and disclose Confidential Information of the other Party solely as follows: (a) under appropriate confidentiality provisions substantially equivalent to those in this Agreement: Agreement (but of shorter duration, if customary): (i) in connection with the performance of its obligations or as reasonably necessary or useful in the exercise of its rights under this Agreement, including the right to grant licenses or sublicenses as permitted hereunder, (ii) to the extent such disclosure is reasonably necessary or useful in conducting Clinical Trials under this Agreement; or (iiiii) to actual or potential bona fide (sub)licensees, acquirers or assignees, collaborators, investment bankers, investors or lenders with whom a Party (or its Affiliates) has entered into good faith negotiations regarding a proposed transactionlenders, or; (b) to the extent such disclosure is to a governmental authority as reasonably necessary in filing or prosecuting the UHN Patent Rights or Present Improvement Patent RightsPatent, copyright and trademark applications in accordance with this Agreement, prosecuting or defending litigation related to this Agreement, complying with applicable governmental regulations with respect to performance under this Agreement, obtaining Regulatory Approval or fulfilling post-approval regulatory obligations for the Licensed Compounds or Licensed Products, or otherwise required by applicable law; provided, however, that if a Party is required by applicable law or the rules of any securities exchange or automated quotation system to make any such disclosure of the other 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 other Party of such disclosure requirement and, in each of the foregoing, will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed and will only disclosed that Confidential Information that is required to be disclosed; (c) to advisors (including lawyers and accountants) on a need to know basis, in each case under appropriate confidentiality provisions or professional standards of confidentiality substantially equivalent to those of this Agreement, or (d) to the extent mutually agreed to by the PartiesParties in writing. For clarity, neither Party shall be permitted to release a press release announcing the execution of this Agreement without the consent of the other Party. Each Party acknowledges and agrees that the other Party may submit this Agreement to the SEC U.S. Securities and Exchange Commission or China Securities Regulatory Commission and if a Party does submit this Agreement to the SECeither agency, such Party agrees to consult with the other Party with respect to the preparation and submission of, a confidential treatment request for this Agreement. If a Party is required by applicable law to make a disclosure of the terms of this Agreement in a filing with or other submission to the SECsuch agency, and [*****](A) such Party has provided copies of the disclosure to the other Party as far in advance of such filing or other disclosure as is reasonably practicable under the circumstances, (B) such Party has promptly notified the other Party in writing of such requirement and any respective timing constraints, and (C) such Party has given the other Party a reasonable time under the circumstances from the date of notice by such Party of the required disclosure to comment upon, request confidential treatment or approve such disclosure, then such Party will have the right to make such public disclosure at the time and in the manner reasonably determined by its counsel to be required by applicable law. Notwithstanding anything to the contrary herein, it is hereby understood and agreed that if a Party seeking to make a disclosure to the SEC U.S. Securities and Exchange Commission or China Securities Regulatory Commission as set forth in this Section 5.5(b)10.2, [*****] and the other Party provides comments within the respective time periods or constraints specified herein or within the respective notice, the Party seeking to make such disclosure or its counsel, as the case may be, will in good faith (1) consider incorporating such comments and (2) use reasonable efforts to incorporate such comments, limit disclosure or obtain confidential treatment to the extent reasonably requested by the other Party. Each Party will have the right to issue additional press releases or to make public disclosures with the prior written agreement of the other Party.

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, each a Receiving Party may use and disclose Confidential Information of the other Disclosing Party solely as follows: (a) under appropriate confidentiality provisions substantially equivalent to those in this Agreement: (i) in connection with the performance of its obligations or as reasonably necessary or useful in the exercise of its rights under granted or reserved in this Agreement, Agreement (including the right rights to grant licenses or sublicenses as permitted hereunder, or (ii) to actual or potential bona fide (sub)licensees, acquirers or assignees, collaborators, investment bankers, investors or lenders with whom a Party (or its Affiliates) has entered into good faith negotiations regarding a proposed transaction, orDevelop and Commercialize the Covered Products); (b) to the extent such disclosure is to a governmental authority as reasonably necessary in filing or prosecuting the UHN Patent Rights or Present Improvement Patent Rightspatent, copyright and trademark applications in accordance with this Agreementapplications, prosecuting or defending litigation related to this Agreementlitigation, complying with applicable governmental regulations with respect to performance under this Agreementregulations, obtaining Regulatory Approval or fulfilling post-approval regulatory obligations for the Licensed approval, conducting Development, Commercialization, Clinical Trial Investigations, marketing Covered Products, or otherwise required by applicable lawLaw; or (c) to the extent mutually agreed to in writing by the Parties; provided, however, that if a Receiving Party is required in litigation or by applicable law Law or the rules of any securities exchange or automated quotation system regulation to make any such disclosure of the other a Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosures (for example, in the event of medical emergency), shall give reasonable advance notice to the other Disclosing Party of such disclosure requirement and, except to the extent inappropriate in each the case of the foregoingpatent applications, will shall use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed and will only disclosed that disclosed; further 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 from the Receiving Party pursuant to this Section 8.2 to treat such Confidential Information as required under this Section 8.2. In addition, a Receiving Party may disclose Confidential Information of the Disclosing Party to any of its Affiliates and Permitted Transferees, or in connection with due diligence investigations by or on behalf of a Third Party in connection with a potential license, collaboration, investment, merger, or acquisition with or by such Third Party, and, in the case of Marinus, 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 of the foregoing cases, that is required such Third Party reasonably needs to have access to such Confidential Information agrees to be disclosed; (c) bound by reasonable terms of confidentiality and non-use at least as stringent as those set forth in this Article 8, to advisors (including lawyers and accountants) on limit such disclosure to only personnel having a need to know basissuch information, in each case under appropriate confidentiality provisions and to return or professional standards certify to the Receiving Party as to the destruction of confidentiality substantially equivalent to those of this Agreementsuch Confidential Information promptly after completing the due diligence investigation, negotiation, or (d) to transaction, as the extent mutually agreed to by the Parties. Each Party acknowledges and agrees that the other Party case may submit this Agreement to the SEC and if a Party does submit this Agreement to the SEC, such Party agrees to consult with the other Party with respect to the preparation and submission of, a confidential treatment request for this Agreement. If a Party is required by applicable law to make a disclosure of the terms of this Agreement in a filing with or other submission to the SEC, and [*****], then such Party will have the right to make such public disclosure at the time and in the manner reasonably determined by its counsel to be required by applicable law. Notwithstanding anything to the contrary herein, it is hereby understood and agreed that if a Party seeking to make a disclosure to the SEC as set forth in this Section 5.5(b), [*****] such comments, limit disclosure or obtain confidential treatment to the extent reasonably requested by the other Partybe.

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, each Party may use and disclose Confidential Information of the other Party solely as follows: (ai) to the extent such disclosure is to such Party’s personnel, solely on a need-to-know basis to the extent such personnel requires such information for the performance of such Party’s activities hereunder and under appropriate confidentiality provisions substantially equivalent to those in this Agreement: (i) in connection with the performance of its obligations or as reasonably necessary or useful in the exercise of its rights under this Agreement, including the right to grant licenses or sublicenses as permitted hereunder, or ; (ii) to actual or potential bona fide (sub)licensees, acquirers or assignees, collaborators, investment bankers, investors or lenders with whom a Party (or its Affiliates) has entered into good faith negotiations regarding a proposed transaction, or; (b) to the extent such disclosure is to a governmental authority Governmental Authority, as reasonably necessary in filing or prosecuting the UHN Patent Rights or Present Improvement Patent Rightspatent, copyright and trademark applications in accordance with this Agreement, prosecuting or defending arbitration or litigation related to in accordance with this Agreement, complying with applicable governmental regulations with respect to performance under this Agreement, filing Regulatory Filings, obtaining Regulatory Approval or fulfilling post-approval regulatory obligations for the Licensed ProductsProduct, or otherwise required by applicable law; providedApplicable Law, howeverincluding regulations of the Securities and Exchange Commission, Securities and Exchange Surveillance Commission (SESC) or similar regulatory authority, provided that if a Party is required by applicable law or the rules of any securities exchange or automated quotation system Applicable Law to make any such disclosure of the other 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 other Party of such disclosure requirement and, in the case of each of the foregoingforegoing exceptions pursuant to this subsection (ii), will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed and will only disclosed that Confidential Information that is required to be disclosed; , (ciii) to advisors (including lawyers and accountants) on a need to know basisbasis in support of the purposes of this Agreement, in each case under appropriate confidentiality provisions or professional standards of confidentiality substantially equivalent to those of this Agreement, (iv) 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 XII to maintain the confidentiality thereof and not to use or disclose such Confidential Information except as expressly permitted by this Agreement, (dv) to Third Party licensors (including, for clarity, sharing a redacted copy of this Agreement) on a need to know basis in connection with any reporting, auditing or other similar obligations as may be set forth in any Third Party Licenses, in each case under appropriate confidentiality provisions substantially equivalent to those of this Agreement, and (vi) to the extent mutually agreed to by the Parties. Each Party acknowledges and agrees that the other Party may submit this Agreement to the SEC and if a Party does submit this Agreement to the SEC, such Party agrees to consult with the other Party with respect to the preparation and submission of, a confidential treatment request for this Agreement. If a Party is required by applicable law to make a disclosure of the terms of this Agreement in a filing with or other submission to the SEC, and [*****], then such Party will have the right to make such public disclosure at the time and in the manner reasonably determined by its counsel to be required by applicable law. Notwithstanding anything to the contrary herein, it is hereby understood and agreed that if a Party seeking to make a disclosure to the SEC as set forth in this Section 5.5(b), [*****] such comments, limit disclosure or obtain confidential treatment to the extent reasonably requested by the other Party.

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, each a Receiving Party may use and disclose Confidential Information of the other Disclosing Party solely as follows: (a) under appropriate confidentiality provisions substantially equivalent to the extent required to those of its employees, agents and representatives who reasonably need to know such Confidential Information in this Agreement: (i) order to advise or assist the Receiving Party 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 and under appropriate written (or legal or ethical such as in the case of attorneys) confidentiality and non-use obligations no less protective of the Disclosing Party than those set forth in this Agreement, including the right to grant licenses or sublicenses as permitted hereunder, or (ii) to actual or potential bona fide (sub)licensees, acquirers or assignees, collaborators, investment bankers, investors or lenders with whom a Party (or its Affiliates) has entered into good faith negotiations regarding a proposed transaction, or; (b) to the extent such disclosure is to a governmental authority as reasonably necessary in filing or prosecuting the UHN Patent Rights or Present Improvement Patent Rights, copyright and trademark applications in accordance with this Agreement, prosecuting or defending litigation related to this Agreement, complying with applicable governmental regulations with respect to performance under this Agreement, obtaining Regulatory Approval or fulfilling post-approval regulatory obligations for the Licensed Products, or otherwise required by applicable lawLaw; provided, however, that if a Receiving Party is required by applicable law or the rules of any securities exchange or automated quotation system Law to make any such disclosure of the other a Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosures (for example, in the event of medical emergency)impracticable, give reasonable advance notice to the other Disclosing Party of such disclosure requirement requirement, limit disclosure to only the Confidential Information requested to be disclosed and, in each of if requested by the foregoingDisclosing Party, will use its reasonable efforts cooperate with the Disclosing Party to secure confidential treatment of such Confidential Information required to be disclosed and will only disclosed that Confidential Information that is required to be disclosed; (c) to advisors (including lawyers and accountants) in communication with existing or bona fide prospective investors, lenders, professional advisors, acquirers, merger partners, subcontractors, licensees or Inbound Licensors on a need to know basis, in each case under appropriate written (or legal or ethical such as in the case of attorneys) confidentiality provisions or professional standards of confidentiality and non-use obligations substantially equivalent to those of this Agreement, or except that the term of such obligations may be shorter, and with respect to any disclosure to an Inbound Licensor under an Existing In-License Agreement, Neurocrine acknowledges that the relevant Inbound Licensor is obligated to retain any information provided to it in confidence only as required pursuant to the terms of the applicable Existing In-License Agreement; (d) to the extent mutually agreed to in writing by the Parties; (e) to a patent authority in connection with Prosecution and Maintenance, Defense Proceedings and enforcement of Patent Rights in accordance with Article 10; and (f) in the case of Neurocrine as Receiving Party, in Regulatory Filings for Collaboration Products and, in each case under appropriate written confidentiality and non-use obligations substantially equivalent to those of this Agreement, to Third Party contractors in connection with its Development, Manufacture and Commercialization of Collaboration Products. Each Party acknowledges The confidentiality and agrees that the other Party may submit non-use obligations set forth under this Agreement to shall survive the SEC and if a Party does submit this Agreement to the SEC, such Party agrees to consult with the other Party with respect to the preparation and submission of, a confidential treatment request for this Agreement. If a Party is required by applicable law to make a disclosure of the terms termination or expiration of this Agreement in for a filing with or other submission to the SEC, and period of [...*****...], then such Party will have the right to make such public disclosure at the time and in the manner reasonably determined by its counsel to be required by applicable law. Notwithstanding anything to the contrary herein, it is hereby understood and agreed that if a Party seeking to make a disclosure to the SEC as set forth in this Section 5.5(b), [*****] such comments, limit disclosure or obtain confidential treatment to the extent reasonably requested by the other Party.

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, each a Receiving Party or its Affiliates may use and disclose to Third Parties Confidential Information of the other Disclosing Party solely as follows: (ai) with respect to any such disclosure of Confidential Information, under appropriate confidentiality provisions substantially equivalent to no less restrictive than those in this Agreement: (i) , and solely in connection with the performance of its obligations or as reasonably necessary or useful in the exercise of its rights under granted or reserved in this AgreementAgreement (including, including without limitation, the right rights to Develop and Commercialize Compounds, Licensed Products, and/or Discontinued Products, and to grant licenses and sublicenses hereunder), provided, that Confidential Information may be disclosed by a Receiving Party to a governmental entity or sublicenses as permitted agency without requiring such entity or agency to enter into a confidentiality agreement 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, or ; (ii) to actual or potential bona fide (sub)licensees, acquirers or assignees, collaborators, investment bankers, investors or lenders with whom a Party (or its Affiliates) has entered into good faith negotiations regarding a proposed transaction, or; (b) to the extent such disclosure is to a governmental authority as reasonably necessary in filing or prosecuting the UHN Patent Rights or Present Improvement Patent Rightspatent, copyright and trademark applications in accordance with this Agreement, prosecuting or defending litigation related (subject to this AgreementSection 11.6 below), complying with applicable governmental regulations with respect to performance under this Agreementregulations, obtaining Regulatory Approval Approvals, conducting Pre-Clinical Studies or fulfilling post-approval regulatory obligations for the Clinical Studies, marketing Licensed 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 applicable law or the rules of any securities exchange or automated quotation system regulation to make any such disclosure of the other a Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosures (disclosures, for example, but without limitation, in the event of a medical emergency), give reasonable advance notice to the other Disclosing Party of such disclosure requirement and, in each of the foregoing, and will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed and will only disclosed that Confidential Information that is required to be disclosed; (ciii) to in communication with actual or potential lenders, investors, merger partners, acquirers, consultants, or professional advisors (including lawyers and accountants) on a need to need-to-know basis, in each case under appropriate confidentiality provisions or professional standards of confidentiality substantially equivalent to 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 (dv) to the extent mutually agreed to in writing by the Parties. Each Party acknowledges and agrees that the other Party may submit this Agreement to the SEC and if a Party does submit this Agreement to the SEC, such Party agrees to consult with the other Party with respect to the preparation and submission of, a confidential treatment request for this Agreement. If a Party is required by applicable law to make a disclosure of the terms of this Agreement in a filing with or other submission to the SEC, and [*****], then such Party will have the right to make such public disclosure at the time and in the manner reasonably determined by its counsel to be required by applicable law. Notwithstanding anything to the contrary herein, it is hereby understood and agreed that if a Party seeking to make a disclosure to the SEC as set forth in this Section 5.5(b), [*****] such comments, limit disclosure or obtain confidential treatment to the extent reasonably requested by the other Party.

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, each Party may use and disclose Confidential Information of the other Party solely as follows: (a) under appropriate confidentiality provisions substantially equivalent to those in this Agreement: (i) in connection with the performance of its obligations or as reasonably necessary or useful in the exercise of its rights under this Agreement, including the right to grant licenses or sublicenses as permitted hereunder, or (ii) to actual or potential bona fide (sub)licensees, acquirers or assignees, collaborators, investment bankers, investors or lenders with whom a Party (or its Affiliates) has entered into good faith negotiations regarding a proposed transaction, or; (b) to the extent such disclosure is to a governmental authority as reasonably necessary in filing or prosecuting the UHN Patent Rights or Present Improvement Patent Rights, copyright and trademark applications in accordance with this Agreement, prosecuting or defending litigation related to this Agreement, complying with applicable governmental regulations with respect to performance under this Agreement, obtaining Regulatory Approval or fulfilling post-approval regulatory obligations for the Licensed Products, or otherwise required by applicable law; provided, however, that if a Party is required by applicable law or the rules of any securities exchange or automated quotation system to make any such disclosure of the other 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 other Party of such disclosure requirement and, in each of the foregoing, will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed and will only disclosed that Confidential Information that is required to be disclosed; (c) to advisors (including lawyers and accountants) on a need to know basis, in each case under appropriate confidentiality provisions or professional standards of confidentiality substantially equivalent to those of this Agreement, or (d) to the extent mutually agreed to by the Parties. Each Party acknowledges and agrees that the other Party may submit this Agreement to the SEC and if a Party does submit this Agreement to the SEC, such Party agrees to consult with the other Party with respect to the preparation and submission of, a confidential treatment request for this Agreement. If a Party is required by applicable law to make a disclosure of the terms of this Agreement in a filing with or other submission to the SEC, and [*****], then such Party will have the right to make such public disclosure at the time and in the manner reasonably determined by its counsel to be required by applicable law. Notwithstanding anything to the contrary herein, it is hereby understood and agreed that if a Party seeking to make a disclosure to the SEC as set forth in this Section 5.5(b), [*****] such comments, limit disclosure or obtain confidential treatment to the extent reasonably requested by the other Party. (c) Press Releases. Neither Party may issue any press release or make any other public announcement or statement concerning this Agreement, the transactions contemplated hereby or the terms hereof, without the prior written approval of the other Party, except as may be required by applicable law. In the event either Party (the “Issuing Party”) desires to issue a press release or other public statement disclosing information relating to this Agreement, the transactions contemplated hereby or the terms hereof, the Issuing Party will provide the other Party (the “Reviewing Party”) with a copy of the proposed press release or public statement (the “Release”) and seek the Reviewing Party’s prior written consent. The Issuing Party will specify with each such Release, taking into account the urgency of the matter being disclosed, a reasonable period of time within which the Receiving Party may provide any comments on such Release and if the Receiving Party fails to provide any comments during the response period called for by the Issuing Party, the Reviewing Party will be deemed to have consented to the issuance of such Release. If the Receiving Party provides any comments, the Parties will consult on such Release and work in good faith to prepare a mutually acceptable Release. Either Party may subsequently publicly disclose any information previously contained in any Release so consented to. ___________________ ***** VISTAGEN THERAPEUTICS, INC. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS DOCUMENT, WHICH ARE INDICATED BY [*****], BE AFFORDED CONFIDENTIAL TREATMENT. VISTAGEN THERAPEUTICS, INC. HAS SEPARATELY FILED THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION.

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, each a Receiving Party or its Affiliates may use and disclose to Third Parties Confidential Information of the other Disclosing Party solely as follows: (a) under appropriate confidentiality provisions substantially equivalent to those in this Agreement: (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 in this Agreement under confidentiality provisions no less restrictive than those in this Agreement, including the right provided, a Receiving Party may disclose Confidential Information to grant licenses a governmental entity or sublicenses as permitted hereunder, agency without requiring such entity or agency to enter into a confidentiality agreement; (ii) to actual or potential bona fide (sub)licensees, acquirers or assignees, collaborators, investment bankers, investors or lenders with whom a Party (or its Affiliates) has entered into good faith negotiations regarding a proposed transaction, or; (b) to the extent such disclosure is to a governmental authority as reasonably necessary in filing to file or prosecuting the UHN Patent Rights or Present Improvement Patent Rightsprosecute patent, copyright and trademark applications in accordance with this (subject to Section 12.4 (Press Release; Publications; Disclosure of Agreement, prosecuting or defending litigation related to this Agreement) below), complying with applicable governmental regulations with respect to performance under this Agreementregulations, obtaining Regulatory Approval Approvals, conducting Pre-Clinical Studies or fulfilling post-approval regulatory obligations for the Licensed ProductsClinical Studies, marketing 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 applicable law or the rules of any securities exchange or automated quotation system regulation to make any such disclosure of the other a Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosures (for example, in the event of medical emergency)disclosures, give reasonable advance notice to the other Disclosing Party of such disclosure requirement and, in each of the foregoing, and will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed and will only disclosed that Confidential Information that is required to be disclosed; (ciii) to in communication with actual or potential lenders, investors, merger partners, acquirers, consultants, or professional advisors (including lawyers and accountants) on a need to need-to-know basis, in each case under appropriate confidentiality provisions or professional standards of confidentiality substantially equivalent to no less restrictive than those of this Agreement, or ; (div) 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. Each Notwithstanding the foregoing, if either Party acknowledges and agrees concludes based on the reasonable opinion of counsel that the other Party may submit a copy of this Agreement to must be filed with the SEC United States Securities and if Exchange Commission or similar regulatory agency in a Party does submit this Agreement to country other than the SECUnited States, such Party agrees will, within a reasonable time prior to consult with any such filing (and to the extent possible at least [***] prior to any such filing), provide the other Party with respect to the preparation and submission of, a confidential treatment request for this Agreement. If a Party is required by applicable law to make a disclosure of the terms copy of this Agreement in a filing with or other submission showing any provisions hereof as to the SECwhich such Party proposes to request confidential treatment, and [*****]the Parties shall coordinate with each other and will use good faith efforts to mutually agree on the redaction of certain provisions of this Agreement (together with all exhibits and schedules) before filing such copy of this Agreement, then such provided that notwithstanding the foregoing, the filing Party will have shall retain final decision-making authority over the right to make such public disclosure at the time and in the manner reasonably determined by its counsel redactions to be required by applicable law. Notwithstanding anything to the contrary herein, it is hereby understood and agreed that if a Party seeking to make a disclosure to the SEC as set forth made in its filed copy of this Section 5.5(b), [*****] such comments, limit disclosure or obtain confidential treatment to the extent reasonably requested by the other PartyAgreement.

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, each Party may use and disclose Confidential Information of the other Party solely as follows: (ai) under appropriate confidentiality provisions substantially equivalent to those in this Agreement: (i) in connection with the performance , to its employees and officers, Affiliates, any employee, officer or contractor of its obligations Affiliates, or as reasonably necessary or useful in the exercise case of its rights under this AgreementCSL only, including the right to grant licenses permitted Third Party contractors or sublicenses as permitted hereunder, Permitted Sublicensees or proposed Third Party contractors or sub-licensees; (ii) to actual or potential bona fide (sub)licensees, acquirers or assignees, collaborators, investment bankers, investors or lenders with whom a Party (or its Affiliates) has entered into good faith negotiations regarding a proposed transaction, or; (b) to the extent such disclosure is to a governmental authority as reasonably necessary in filing or prosecuting the UHN Patent Rights or Present Improvement Patent Rightspatent, copyright and trademark applications in accordance with this Agreement, prosecuting or defending litigation related to this Agreementlitigation, complying with applicable governmental regulations with respect to performance under this Agreementregulations, obtaining Regulatory Approval regulatory approval or fulfilling post-approval regulatory obligations for the Licensed Productsobligations, or otherwise required by applicable law; Law, provided, however, that if a Party is required by applicable law or the rules of any securities exchange or automated quotation system Law to make any such disclosure of the other 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 other Party of such disclosure requirement (and otherwise promptly notify the other Party of disclosure) and, except to the extent inappropriate (for example, in each the case of the foregoingpatent applications), will use its commercially reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed and will only disclosed that Confidential Information that is required to be disclosedco-operate with the other Part regarding same; (ciii) to in communication with advisors (including lawyers and accountants) on a need to know basis, in each case under appropriate confidentiality provisions or professional standards of confidentiality substantially equivalent to those of this Agreement, ; or (div) to the extent mutually agreed to by the Parties. Each Party acknowledges and agrees that the other ; (v) each Party may submit this Agreement to the SEC and if a Party does submit this Agreement to the SEC, such Party agrees to consult with the other Party with respect to the preparation and submission of, a confidential treatment request for this Agreement. If a Party is required by applicable law to make a disclosure of disclose the terms of this Agreement in a filing with or other submission to the SECextent necessary to comply with the terms of agreements with Third Parties existing as of the Effective Date under appropriate confidentiality provisions substantially equivalent to those in this Agreement; (vi) CSL may disclose the BioCryst Intellectual Property Rights and BioCryst Confidential Information as it deems necessary or useful, at all times acting reasonably and [in good faith, in connection with its making, use, sale, importation, Development, manufacture or Commercialization of Licensed Products. Notwithstanding the foregoing and for the avoidance of doubt, CSL acknowledges and agrees that BioCryst may disclose to a Regulatory Authority all Data received from CSL and BioCryst acknowledges and agrees that CSL may disclose to a Regulatory Authority all Data received from BioCryst. Pursuant to 17 CFR 20.24b-2, confidential information has been omitted in places marked "*****], then such Party will have " and has been filed separately with the right Securities and Exchange Commission pursuant to make such public disclosure at a Confidential Treatment Application with the time and in the manner reasonably determined by its counsel to be required by applicable law. Notwithstanding anything to the contrary herein, it is hereby understood and agreed that if a Party seeking to make a disclosure to the SEC as set forth in this Section 5.5(b), [*****] such comments, limit disclosure or obtain confidential treatment to the extent reasonably requested by the other PartyCommission.

Authorized Disclosure. Except as expressly provided otherwise in Notwithstanding any other provision of this Agreement, each Party may use and disclose Confidential Information of belonging to the other Party solely as followsto the extent such disclosure is reasonably necessary in the following instances: (a) under appropriate confidentiality provisions substantially equivalent to those in this Agreement: filing or prosecuting Patent Rights claiming an Invention owned by such Party; (ib) prosecuting or defending litigation; (c) complying with Applicable Law or the rules or regulations of any securities exchange on which such Party’s stock is listed; (d) disclosure, in connection with the performance of its obligations or as reasonably necessary or useful in the exercise of its rights under this Agreement, including to Affiliates, permitted sublicensees, contractors, ethics committees and institutional review boards (collectively, “IRBs”), CROs, academic institutions, consultants, agents, investigators, and employees and contractors engaged by Study sites and investigators involved with the right Combined Page 47 [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to grant licenses Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Therapy Trials, each of whom prior to disclosure must be bound by similar terms of confidentiality and non-use at least equivalent in scope to those set forth in this Article 9; (e) disclosure of the Combined Therapy Study Data, Combined Therapy Inventions and Combined Therapy Patent Rights to Regulatory Authorities in connection with the development of the Combined Therapy, the Exelixis Compound or sublicenses as permitted hereunderthe BMS Compound; and (f) disclosure of relevant safety information contained within the Combined Therapy Study Data to investigators, or institutional review boards and/or ethics committees and Regulatory Authorities that are involved in other clinical trials of the Exelixis Compound with respect to Exelixis, and the BMS Compound with respect to BMS, and (iiin the event of a Material Safety Issue) to actual Third Parties that are collaborating with Exelixis or potential bona fide (sub)licenseesBMS, acquirers respectively in the conduct of such other clinical trials of the Exelixis Compound or assigneesthe BMS Compound(s), collaborators, investment bankers, investors or lenders with whom a Party (or its Affiliates) has entered into good faith negotiations regarding a proposed transaction, or; (b) in each case solely to the extent such disclosure is to a governmental authority as reasonably necessary in filing or prosecuting the UHN Patent Rights or Present Improvement Patent Rights, copyright and trademark applications in accordance with this Agreement, prosecuting or defending litigation related to this Agreement, complying with applicable governmental regulations with respect to performance under this Agreement, obtaining Regulatory Approval or fulfilling post-approval regulatory obligations for the Licensed Productsconduct of such clinical trials and/or to comply with Applicable Law and regulatory requirements. Notwithstanding the foregoing, or otherwise required by applicable law; provided, however, that if a Party is required by applicable law or the rules otherwise intends to make a disclosure of any securities exchange or automated quotation system to make any such disclosure of the other Party’s Confidential Information it will, except where impracticable for necessary disclosures (for example, in the event of medical emergencypursuant to Section 9.3(b) and/or Section 9.3(c), it shall give reasonable advance notice to the such other Party of such impending disclosure requirement and, and endeavor in each of the foregoing, will use its reasonable efforts good faith to secure confidential treatment of such Confidential Information required to be disclosed and will only disclosed and/or reasonably assist the Party that owns such Confidential Information that is required to be disclosed; (c) to advisors (including lawyers and accountants) on in seeking a need to know basis, in each case under appropriate confidentiality provisions or professional standards of confidentiality substantially equivalent to those of this Agreement, or (d) to the extent mutually agreed to by the Parties. Each Party acknowledges and agrees that the other Party may submit this Agreement to the SEC and if a Party does submit this Agreement to the SEC, such Party agrees to consult with the other Party with respect to the preparation and submission of, a confidential treatment request for this Agreement. If a Party is required by applicable law to make a disclosure of the terms of this Agreement in a filing with protective order or other submission to the SEC, and [*****], then such Party will have the right to make such public disclosure at the time and in the manner reasonably determined by its counsel to be required by applicable lawconfidential treatment. Notwithstanding anything to the contrary herein, it is hereby understood and agreed that if a Party seeking to make a disclosure to the SEC as set forth in this Section 5.5(b), [*****] such comments, limit disclosure or obtain confidential treatment to the extent reasonably requested by the other Party.9.4

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, each a Receiving Party may use and disclose Confidential Information of the other Disclosing Party solely as follows: (a) under appropriate confidentiality provisions substantially equivalent similar to those in this Agreement: (i) , in connection with the performance of its obligations or as reasonably necessary or useful in the exercise of its rights under granted or reserved in this Agreement, Agreement (including the right rights to grant licenses Develop, Manufacture and Commercialize Licensed Products); or sublicenses as permitted hereunder, or (ii) to actual or potential bona fide (sub)licensees, acquirers or assignees, collaborators, investment bankers, investors or lenders with whom a Party (or its Affiliates) has entered into good faith negotiations regarding a proposed transaction, or; (b) to the extent such disclosure is to a governmental authority as reasonably necessary in filing or prosecuting the UHN Patent Rights or Present Improvement Patent Rightspatent, copyright and trademark applications in accordance with this Agreement, prosecuting or defending litigation related to this Agreementlitigation, complying with applicable governmental regulations with respect regulations, seeking and obtaining regulatory approval, conducting non-clinical activities or clinical trials, preparing and submitting INDs to performance under this Agreement, obtaining Regulatory Approval or fulfilling post-approval regulatory obligations for the Licensed ProductsAuthorities, or is otherwise required by Applicable Law or the rules of a recognized stock exchange or automated quotation system applicable lawto such Party, including the United States Securities and Exchange Commission or equivalent foreign agency or regulatory body; provided, however, that if a Receiving Party is required by applicable law or the rules of any securities exchange or automated quotation system Applicable Law to make any such disclosure of the other a Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosures (for example, in the event of medical emergency)impracticable, give reasonable advance notice to the other Disclosing Party of such disclosure requirement and, in each of if requested by the foregoingDisclosing Party, will use its reasonable efforts cooperate with the Disclosing Party to secure confidential treatment of such Confidential Information required to be disclosed and will only disclosed that Confidential Information that is required to be disclosed; or (c) to in communication with existing or bona fide prospective investors, underwriters, lenders or other financing sources, consultants, advisors, licensees or collaborators the employees, officers, directors, agents, consultants and advisors (including lawyers and accountants) of any such Third Party or others on a need to know basis, in each case basis and under appropriate confidentiality provisions or professional standards obligations of confidentiality and non-use substantially equivalent to those of this AgreementAgreement (except for the term of such obligations, which shall be customary for the particular disclosure) or (d) to the extent mutually agreed to in writing by the Parties. Each Party acknowledges and agrees that the other Party may submit this Agreement to the SEC and if a Party does submit this Agreement to the SEC, such Party agrees to consult with the other Party with respect to the preparation and submission of, a confidential treatment request for this Agreement. If a Party is required by applicable law to make a disclosure of the terms of this Agreement in a filing with or other submission to the SEC, and [*****], then such Party will have the right to make such public disclosure at the time and in the manner reasonably determined by its counsel to be required by applicable law. Notwithstanding anything to the contrary herein, it is hereby understood and agreed that if a Party seeking to make a disclosure to the SEC as set forth in this Section 5.5(b), [*****] such comments, limit disclosure or obtain confidential treatment to the extent reasonably requested by the other Party.

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, each Party may use and disclose Confidential Information of the other Party solely as follows: (a) under appropriate confidentiality provisions substantially equivalent to those in this Agreement: (i) , in connection with the performance of its obligations or as reasonably necessary exercise of rights granted or useful reserved by such Party in this Agreement (including, in the exercise case of its Celgene, the rights under this Agreementto develop and commercialize Collaboration Compounds, including Collaboration Back-Up Compounds and Licensed Products; and in the right case of Array, to develop and commercialize Development Compounds and Development Back-Up Compounds for which the Celgene Product Option has expired or been terminated and Abandoned Products; and in the case of either Party, to grant licenses or sublicenses as expressly permitted hereunder, or (ii) to actual or potential bona fide (sub)licensees, acquirers or assignees, collaborators, investment bankers, investors or lenders and complying with whom a Party (or its Affiliates) has entered into good faith negotiations regarding a proposed transaction, orthe terms of agreements with Third Parties; (b) to the extent such disclosure is to a governmental authority as reasonably necessary in filing for, prosecuting or prosecuting the UHN Patent Rights or Present Improvement Patent Rightsmaintaining Patents, copyright copyrights and trademark trademarks (including applications in accordance with this Agreementtherefor), prosecuting or defending litigation related to this Agreementlitigation, complying with applicable governmental regulations with respect to performance under this Agreementregulations, obtaining Regulatory Approval and maintaining regulatory approvals (including Marketing Approvals), conducting preclinical or fulfilling postclinical trials, marketing Licensed Products (in the case of Celgene) or products containing Development Compounds or Development Back-approval regulatory obligations Up Compounds for which the Licensed ProductsCelgene Product Option has expired or been terminated and/or Abandoned Products (in the case of Array), or as otherwise required by applicable lawlaws or court order (including securities laws, regulations and guidances); provided, however, that if a Party is required by applicable law or the rules of any securities exchange or automated quotation system regulation to make any such disclosure of the other Party’s Confidential Information it such Party will, except where impracticable for necessary disclosures (for example, example in the event of medical emergency), give reasonable advance notice to the other Party of such disclosure requirement and, except to the extent inappropriate in each the case of the foregoingPatent applications, will use its commercially reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed and will only disclosed that Confidential Information that is required to be disclosed; (c) to in communication with existing and potential investors, consultants, advisors (including financial advisors, lawyers and accountants) or others on a need to need-to-know basis, in each case under appropriate confidentiality provisions or professional standards of confidentiality substantially equivalent similar to those of in this Agreement, ; or (d) to the extent mutually agreed to by the Parties. Each Party acknowledges and agrees that the other Party may submit this Agreement to the SEC and if a Party does submit this Agreement to the SEC, such Party agrees to consult with the other Party with respect to the preparation and submission of, a confidential treatment request for this Agreement. If a Party is required by applicable law to make a disclosure of the terms of this Agreement in a filing with or other submission to the SEC, and [*****], then such Party will have the right to make such public disclosure at the time and in the manner reasonably determined by its counsel to be required by applicable law. Notwithstanding anything to the contrary herein, it is hereby understood and agreed that if a Party seeking to make a disclosure to the SEC as set forth in this Section 5.5(b), [*****] such comments, limit disclosure or obtain confidential treatment to the extent reasonably requested by the other Party.

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, each a Receiving Party or its Affiliates may use and disclose to Third Parties Confidential Information of the other Disclosing Party solely as follows: (ai) with respect to any such disclosure of Confidential Information, under appropriate confidentiality provisions substantially equivalent to no less restrictive than those in this Agreement: (i) , and solely in connection with the performance of its obligations or as reasonably necessary or useful in the exercise of its rights under granted or reserved in this AgreementAgreement (including, including without limitation, the right rights to Develop and Commercialize Licensed Compounds, Products, and/or Discontinued Products, and to grant licenses and sublicenses hereunder), provided, that Confidential Information may be disclosed by a Receiving Party to a governmental entity or sublicenses as permitted agency without requiring such entity or agency to enter into a confidentiality agreement 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, or ; (ii) to actual or potential bona fide (sub)licensees, acquirers or assignees, collaborators, investment bankers, investors or lenders with whom a Party (or its Affiliates) has entered into good faith negotiations regarding a proposed transaction, or; (b) to the extent such disclosure is to a governmental authority as reasonably necessary in filing or prosecuting the UHN Patent Rights or Present Improvement Patent Rightspatent, copyright and trademark applications in accordance with this Agreement, prosecuting or defending litigation related (subject to this AgreementSection 8.6 below), complying with applicable governmental regulations with respect to performance under this Agreementregulations, obtaining Regulatory Approval or fulfilling post-approval regulatory obligations for the Licensed Approvals, conducting clinical trials, marketing 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 applicable law or the rules of any securities exchange or automated quotation system regulation to make any such disclosure of the other a Disclosing Party’s Confidential Information it will, except where impracticable for necessary disclosures (disclosures, for example, but without limitation, in the event of a medical emergency), give reasonable advance notice to the other Disclosing Party of such disclosure requirement and, in each of the foregoing, and will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed and will only disclosed that Confidential Information that is required to be disclosed; (ciii) to in communication with actual or potential lenders, arm’s-length financial investors, merger partners, acquirers, consultants, or professional advisors (including lawyers and accountants) on a need to need-to-know basis, in each case under appropriate confidentiality provisions or professional standards of confidentiality substantially equivalent to 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; (v) to prosecute or defend litigation as permitted by this Agreement; or (dvi) to the extent mutually agreed to in writing by the Parties. Each Party acknowledges and agrees that the other Party may submit this Agreement to the SEC and if a Party does submit this Agreement to the SEC, such Party agrees to consult with the other Party with respect to the preparation and submission of, a confidential treatment request for this Agreement. If a Party is required by applicable law to make a disclosure of the terms of this Agreement in a filing with or other submission to the SEC, and [*****], then such Party will have the right to make such public disclosure at the time and in the manner reasonably determined by its counsel to be required by applicable law. Notwithstanding anything to the contrary herein, it is hereby understood and agreed that if a Party seeking to make a disclosure to the SEC as set forth in this Section 5.5(b), [*****] such comments, limit disclosure or obtain confidential treatment to the extent reasonably requested by the other Party.