Common use of Nondisclosure Obligation Clause in Contracts

Nondisclosure Obligation. (a) For the Term and […***…] years thereafter, the Party receiving (the “Receiving Party”) the Confidential Information of the other Party (the “Disclosing Party”) shall keep confidential and not publish, make available or otherwise disclose any Confidential Information to any Third Party, without the express prior written consent of the Disclosing Party; provided, however, the Receiving Party may disclose the Confidential Information to those of its Affiliates, officers, directors, employees, agents, consultants or independent contractors (including licensees and sublicensees) of such Receiving Party who need to know the Confidential Information in connection with exercising rights or performing obligations as contemplated by this Agreement or any other written agreement between the Parties and are bound by confidentiality and non-use obligations with respect to such Confidential Information consistent with those set forth herein; the Receiving Party shall remain responsible for the compliance by its Affiliates, officers, directors, employees, agents, consultants or independent contractors (including licensees and sublicensees) with such confidentiality and non-use obligations. The Receiving Party shall exercise at a minimum the same degree of care it would exercise to protect its own Confidential Information (and in no event less than a reasonable standard of care) to keep confidential the Confidential Information. The Receiving Party shall use the Confidential Information solely in connection with exercising rights or performing obligations as contemplated by this Agreement or any other written agreement between the Parties.

Nondisclosure Obligation. (a) For the Term and […***…] five (5) years thereafter, the Party receiving (the “Receiving Party”) the Confidential Information of the other Party (the “Disclosing Party”) shall keep confidential and not publish, make available or otherwise disclose any Confidential Information to any Third Party, without the express prior written consent of the Disclosing Party; provided, however, the Receiving Party may disclose the Confidential Information to those of its Affiliates, officers, directors, employees, agents, consultants or independent contractors (including licensees and sublicensees) of such Receiving Party who need to know the Confidential Information in connection with exercising rights or performing obligations as contemplated by this Agreement or any other written agreement between the Parties and are bound by confidentiality and non-use obligations with respect to such Confidential Information consistent with those set forth herein; the Receiving Party shall remain responsible for the compliance by its Affiliates, officers, directors, employees, agents, consultants or independent contractors (including licensees and sublicensees) with such confidentiality and non-use obligations. Either Party may disclose the terms and existence of this Agreement to any bona fide existing or potential investors, lenders and acquirers and the accountants and advisors of any of the foregoing who are bound by a written agreement (or in the case of attorneys or other professional advisors, formal ethical duties) requiring such recipients to treat, hold and maintain the terms of this Agreement as Information in a manner that is consistent with the terms and conditions of this Agreement. The Receiving Party shall exercise at a minimum the same degree of care it would exercise to protect its own Confidential Information (and in no event less than a reasonable standard of care) to keep confidential the Confidential Information. The Receiving Party shall use the Confidential Information solely in connection with exercising rights or performing obligations as contemplated by this Agreement or any other written agreement between the Parties.

Nondisclosure Obligation. (a) For the Term and […***…] years thereafterExcept as provided in this Article 5.1, the Party receiving (the “Receiving Party”) the all Confidential Information of disclosed by the other Disclosing Party (to the “Disclosing Party”) Receiving Party hereunder shall keep confidential be maintained in confidence by the Receiving Party and shall not publish, make available or otherwise disclose any Confidential Information be disclosed to any Third Party, Party or used for any purpose except as set forth herein without the express prior written consent of the Disclosing Party; provided, however, until [***] following the Term of this Agreement. Each Receiving Party may disclose the Confidential Information of the Disclosing Party, without such Disclosing Party’s prior written consent, to those of its Affiliates and its and its Affiliates, officers, ’ directors, employees, agents, consultants consultants, Sublicensees, subcontractors, suppliers and other persons or independent contractors entities who: (including licensees and sublicenseesa) of such Receiving Party who need to know the such Confidential Information to assist the Receiving Party in connection with fulfilling its obligations or exercising its rights or performing obligations as contemplated by this Agreement or any other written agreement between the Parties hereunder; and (b) are bound by written confidentiality and non-use obligations with respect to such Confidential Information consistent with those set forth herein; the Receiving Party uses to protect its own similar Confidential Information. Each Receiving Party shall remain responsible for use reasonable efforts to promptly disclose to the compliance Disclosing Party any material breach of this provision known by the Receiving Party to have been breached by it, or its Affiliates, or its or their directors, officers, directors, employees, agents, consultants consultants, Sublicensees, subcontractors, suppliers, or independent contractors (including licensees and sublicensees) with such confidentiality and non-use obligationsother persons or entities permitted hereunder. The Each Receiving Party shall exercise at a minimum the same degree of care it would exercise to protect its own Confidential Information (and in no event less than a reasonable standard of care) to keep confidential the Confidential Information. The Receiving Party shall use may also disclose the Confidential Information solely in connection of the Disclosing Party, without such Disclosing Party’s prior written consent, [***]. Except where such disclosure is necessary to comply with exercising rights securities or performing obligations tax laws, regulations or guidance, the Receiving Party disclosing such Confidential Information shall provide prior notice of such intended disclosure to the Disclosing Party and cooperate with the Disclosing Party and take reasonable actions to preserve the confidentiality of such Confidential Information, such as contemplated by this Agreement or any other requesting confidential treatment, as applicable. In addition, Spruce and its Related Parties may also disclose Lilly’s Confidential Information, without Lilly’s prior written agreement between consent, (a) [***], (b) [***], and (c) [***]. Each Receiving Party may also disclose the PartiesConfidential Information of the Disclosing Party, without such Disclosing Party’s prior written consent, [***]. Each Receiving Party may also disclose the Confidential Information of the Disclosing Party, without such Disclosing Party’s prior written consent, [***].

Nondisclosure Obligation. (a) For the Term and […***…] years thereafter, the Party receiving (the “Receiving Party”) the Confidential Information of the other Party (the “Disclosing Party”) shall keep confidential and not publish, make available or otherwise disclose any Confidential Information to any Third Party, without the express prior written consent of the Disclosing Party; provided, however, the Receiving Party may disclose the certain Confidential Information to those of its Affiliates, officers, directors, employees, agents, consultants or independent contractors (including licensees contractors, existing and potential licensees, sublicensees) , upstream licensors, and bona-fide purchasers of such Receiving Party who need to know the such Confidential Information in connection with exercising rights or performing obligations as contemplated by this Agreement or any other written agreement between the Parties and are bound by confidentiality and non-use obligations with respect to such Confidential Information consistent with those set forth herein; the Receiving Party shall remain responsible for the compliance by its Affiliates, officers, directors, employees, agents, consultants or independent contractors (including licensees and sublicensees) with such confidentiality and non-use obligations. Either Party may disclose the terms and existence of this Agreement to any bona fide existing or potential investors, lenders and acquirers and the accountants and advisors of any of the foregoing who are bound by a written agreement (or in the case of attorneys or other professional advisors, formal ethical duties) requiring such recipients to treat, hold and maintain the terms of this Agreement as confidential information in a manner that is consistent with the terms and conditions of this Agreement. The Receiving Party shall exercise at a minimum the same degree of care it would exercise to protect its own Confidential Information (and in no event less than a reasonable standard of care) to keep confidential the Confidential Information. The Receiving Party shall use the Confidential Information solely in connection with exercising rights or performing obligations as contemplated by this Agreement or any other written agreement between the Parties.. [***] = CERTAIN CONFIDENTIAL INFORMATION OMITTED

Nondisclosure Obligation. Except as provided in this Article 6.1, all Confidential Information disclosed by one Party to the other Party hereunder shall be maintained in confidence by the receiving Party and shall not be disclosed to any Third Party or used for any purpose except as set forth herein without the prior written consent of the disclosing Party, until five (5) years following the Term of this Agreement Each Party may disclose Confidential Information of the other Party, without such other Party's prior written consent, to its Affiliates' directors, employees, agents, consultants, Sublicensees, subcontractors, suppliers, and other persons or entities who: (a) For the Term and […***…] years thereafter, need to know such Confidential Information to assist the Party receiving in fulfilling its obligations hereunder; and (b) are bound by written confidentiality and non-use obligations consistent with those the “Receiving Party”) Party uses to protect its own Confidential Information. Each Party shall promptly disclose to the other Party any breach of this provision by it, or its Affiliates, directors, officers, employees, agents, consultants, Sublicensees, subcontractors, suppliers, or other persons or entities permitted hereunder. Each Party may also disclose the Confidential Information of the other Party (the “Disclosing Party”) shall keep confidential and not publish, make available or otherwise disclose any Confidential Information to any Third Party, without the express such other Party's prior written consent consent, to any person, entity, or government or regulatory agency to the extent that the law requires such disclosure, including filings pursuant to applicable securities or tax laws and regulations. The Party disclosing such Confidential Information shall provide prior notice of such intended disclosure and cooperate with the Disclosing Party; providedother Party and take such actions to preserve the confidentiality of such Confidential Information, howeversuch as requesting confidential treatment. In addition, Transition may also disclose Lilly’s Confidential Information, without Lilly’s prior written consent, (a) to any person, entity, or government or Regulatory Authority to the Receiving extent that such disclosure is necessary for obtaining, maintaining, or amending any Regulatory Approvals or satisfying any other regulatory obligation regarding Licensed Products, or, (b) in connection with the Development or Commercialization of Licensed Products including under a confidentiality agreement to actual or potential Sublicensees, permitted assignees or Third Parties. Each Party may also disclose the Confidential Information of the other Party, without such other Party's prior written consent, pursuant to those an order of its Affiliatesa regulatory agency or court of competent jurisdiction, officersprovided that it promptly notifies the other Party of the required disclosure and cooperates with the other Party in order to provide such Party an opportunity to take legal action to prevent or limit such disclosure and, directorsif asked, employees, agents, consultants or independent contractors (including licensees and sublicensees) of reasonably assist the other Party in pursuing such Receiving action. Each Party who need to know may also disclose the Confidential Information in connection with exercising rights of the other Party, without such other Party's prior written consent, as is necessary to pursue or performing obligations as contemplated defend against a legal or regulatory action by this Agreement or any one Party against the other written agreement between the Parties and are bound by confidentiality and non-use obligations with respect to such Confidential Information consistent with those set forth herein; this Agreement. A Party disclosing the Receiving Party shall remain responsible for the compliance by its Affiliates, officers, directors, employees, agents, consultants or independent contractors (including licensees and sublicensees) with such confidentiality and non-use obligations. The Receiving Party shall exercise at a minimum the same degree of care it would exercise to protect its own Confidential Information (and in no event less than a reasonable standard of care) to keep confidential the other Party's Confidential Information. The Receiving , pursuant to this exception, will promptly disclose to the other Party shall use the Confidential Information solely in connection with exercising rights to be disclosed and shall use reasonable efforts to minimize the disclosure of the other Party's Confidential Information, including, without limitation, by seeking to file pleadings under seal. Publicity Within ten (10) days of the Effective Date, the Parties shall issue a mutually acceptable press release announcing the execution of this Agreement. Transition may issue any subsequent press release relating to the Development or performing obligations as contemplated by this Agreement or any other written agreement between Commercialization of Licensed Products without the Partiesprior approval of Lilly.

Nondisclosure Obligation. (a) For During the Term and […***…for a period of [ * ] years thereafter, the Party receiving (the “Receiving Party”) the all Confidential Information disclosed by one Party or any of its Affiliates to the other Party or any of its Affiliates hereunder or under an Ancillary Agreement shall be maintained in confidence by the receiving Party and its Affiliates and shall not be (the “Disclosing Party”a) shall keep confidential and not publish, make available or otherwise disclose any Confidential Information disclosed to any Third Party, Party without the express prior written consent of the Disclosing disclosing Party; provided, howeverexcept as set forth herein, or (b) used for any purpose except as set forth herein (including for the exercise of the rights and licenses granted to such Party hereunder (including the right to use and exercise the Joint Program Know-How and the Joint Program Patents as set forth in Section 12.3.5), but it being understood that this clause (b) shall not create or imply any rights or licenses not expressly granted under this Agreement) without the prior written consent of the disclosing Party. The Parties agree that the terms of this Agreement and the Ancillary Agreements will be treated as Confidential Information of both Parties and may only be disclosed as permitted herein. Notwithstanding the foregoing, the Receiving Party may disclose the Confidential Information to those of its Affiliates, officers, directors, employees, agents, consultants or independent contractors (including licensees and sublicensees) of such Receiving Party who need to know the Confidential Information in connection with exercising rights or performing obligations as contemplated by this Agreement or any other written agreement between the Parties and are bound by confidentiality and non-use obligations with respect to such Confidential Information consistent under this Article 9 shall not apply with those set forth hereinrespect to any information of the disclosing Party to the extent that: 9.1.1 such information (except for Development Data or Program Know-How) is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by the receiving Party’s business records; 9.1.2 such information is in the Receiving public domain by use or publication before its receipt from the disclosing Party, or thereafter enters the public domain through no fault of the receiving Party; 9.1.3 such information is subsequently disclosed to the receiving Party shall remain responsible by a Third Party, which Third Party may lawfully make such disclosure and is not under an obligation of confidentiality to the disclosing Party with respect to such information; or 9.1.4 such information (except for Development Data or Program Know-How) is developed by the compliance by its Affiliates, officers, directors, employees, agents, consultants or independent contractors (including licensees and sublicensees) with such confidentiality and non-use obligations. The Receiving receiving Party shall exercise at a minimum the same degree independently of care it would exercise to protect its own Confidential Information (and received from the disclosing Party, as documented by the receiving Party’s business records. 9.1.5 Specific aspects or details of Confidential Information shall not be deemed to be within the public domain or in no event less than a reasonable standard the possession of care) to keep confidential the Confidential Information. The Receiving receiving Party shall use merely because the Confidential Information solely is embraced by more general information in connection with exercising rights the public domain or performing obligations as contemplated by this Agreement or any other written agreement between in the Parties.possession of the receiving Party. -95- [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED