Common use of Confidentiality and Non-Use Clause in Contracts

Confidentiality and Non-Use. In consideration of receiving Confidential Information, the QCP and PA agree as follows: a. The Parties hereby acknowledge that any Confidential Information received by either Party is the property of the disclosing Party and the Property Owner, as applicable, and that the receiving Party shall hold confidential and not disclose to any Person, without the prior written consent of the disclosing Party or as otherwise required by law, and if such consent is given, obtain a written commitment from such third party, all Confidential Information and any information about the Project, or the terms or conditions or any other facts relating thereto, including, without limitation, the fact that discussions are taking place with respect thereto or the status thereof, or the fact that Confidential Information has been made available to the receiving Party or its Representatives; provided, however, that the Parties may disclose such Confidential Information to their Representatives and their potential or actual direct or indirect investors and potential or actual third party participants in the Project or third party assignees or transferees of all or any portion of the Project, who are actively and directly participating in the Party’s evaluation of the Project or who otherwise need to know the Confidential Information for the purpose of the Project; b. Each Party shall cause all its Representatives to observe the terms of this Agreement and shall be responsible for any breach of the terms of this Agreement by it or its Representatives; and, c. The receiving Party shall return or destroy all Confidential Information (including all copies thereof) within ten (10) days of receipt of a written request made by the disclosing Party, except for one record copy that may be maintained by the receiving Party in its legal archives. Further, the receiving Party shall delete all Confidential Information contained in electronic files. Notwithstanding the foregoing, the Parties may retain copies of any computer records and files containing Confidential Information that have been created pursuant to their automatic electronic archiving and back-up procedures until such computer records and files have been deleted in the ordinary course. Any copies retained as described shall be maintained as Confidential Information in accordance with the terms of this Agreement. d. In addition to the foregoing, neither Party will use the Confidential Information for any purpose other than directly in connection with the Project and as expressly authorized in writing by the disclosing Party or, if the Confidential Information is the property of the Property Owner, by the Property Owner.

Confidentiality and Non-Use. In consideration 11.1 By virtue of receiving this Agreement, each party hereto may disclose to the other party information that is confidential and otherwise proprietary. Unless governed by the terms of an existing or contemporaneously executed non-disclosure agreement ("NDA"), the following Sections 11.2 and 11.3 apply. 11.2 Subject to the exceptions listed below, a party's "Confidential Information" shall be defined as information disclosed by the party to the other party under this Agreement and clearly marked or otherwise clearly designated as "confidential" or information disclosed by one party that is reasonably understood by the other party to be confidential. The Licensed Technology, F5’s proprietary software applications and hardware and the QCP terms and PA agree as follows: a. The Parties hereby acknowledge that any pricing of this Agreement shall automatically be considered Confidential Information received by either Party under this Agreement. However, a party's Confidential Information shall not include any information that: (a) is the property or becomes a part of the disclosing Party and the Property Owner, as applicable, and that the receiving Party shall hold confidential and not disclose to any Person, without the prior written consent public domain through no act or omission of the other party; or (b) was in the other party's lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing Party party; or as otherwise required (c) is lawfully disclosed to the other party by lawa third party without restriction on disclosure; or (d) is independently developed by the other party by employees or agents without access to the party's Confidential Information. 11.3 Each party agrees, for the term of this Agreement and if such consent is giventhree (3) years after its expiration or termination, obtain a written commitment from such third to hold the other party, all 's Confidential Information and any information about the Projectin strict confidence, or the terms or conditions or any other facts relating thereto, including, without limitation, the fact that discussions are taking place with respect thereto or the status thereof, or the fact that Confidential Information has been made available not to the receiving Party or its Representatives; provided, however, that the Parties may disclose such Confidential Information to their Representatives and their potential or actual direct or indirect investors and potential or actual third party participants in the Project or third party assignees or transferees of all or any portion of the Project, who are actively and directly participating in the Party’s evaluation of the Project or who otherwise need to know the Confidential Information for the purpose of the Project; b. Each Party shall cause all its Representatives to observe the terms of this Agreement and shall be responsible for any breach of the terms of this Agreement by it or its Representatives; and, c. The receiving Party shall return or destroy all Confidential Information (including all copies thereof) within ten (10) days of receipt of a written request made parties not authorized by the disclosing Partyparty to receive such Confidential Information, except for one record copy that may be maintained by the receiving Party in its legal archives. Further, the receiving Party shall delete all Confidential Information contained in electronic files. Notwithstanding the foregoing, the Parties may retain copies of any computer records and files containing Confidential Information that have been created pursuant not to their automatic electronic archiving and back-up procedures until use such computer records and files have been deleted in the ordinary course. Any copies retained as described shall be maintained as Confidential Information in accordance with the terms of this Agreement. d. In addition to the foregoing, neither Party will use the Confidential Information for any purpose other than directly in connection with the Project and except as expressly authorized in writing by permitted hereunder. Each party agrees to take reasonable steps to protect the disclosing Party or, if the other party's Confidential Information and to ensure that such Confidential Information is the property not disclosed, distributed or used in violation of the Property Owner, provisions of this Agreement. The foregoing prohibition on disclosure of Confidential Information shall not apply to the extent certain Confidential Information is required to be disclosed by the Property Ownerreceiving party as a matter of law or by order of a court, provided that the receiving party uses reasonable efforts to provide the disclosing party with prior notice of such obligation to disclose and reasonably assists in obtaining a protective order therefore.

Confidentiality and Non-Use. In consideration Each Party agrees that, during the Term and for a period of receiving Confidential Informationfive (5) years thereafter, it shall keep confidential and shall not publish or otherwise disclose and shall not use for any purpose other than as provided for in this Agreement (which includes the QCP and PA agree as follows: a. The Parties hereby acknowledge that exercise of its rights or performance of any obligations hereunder) any Confidential Information received furnished to it by either Party is the property or on behalf of the disclosing other Party pursuant to this Agreement, except to the extent expressly authorized by this Agreement or otherwise agreed in writing by the Parties. Without limiting the foregoing, each Party shall use at least the same standard of care as it uses to protect its own Confidential Information to ensure that its employees, agents, consultants and contractors do not disclose or make any unauthorized use of such Confidential Information. Each Party shall promptly notify the Property Ownerother upon discovery of any unauthorized use or disclosure of the other’s Confidential Information. Any and all information and materials disclosed by a Party pursuant to the Confidentiality Agreement between the Parties dated June 25, as applicable, 2019 (the “Confidentiality Agreement”) shall be deemed Confidential Information disclosed pursuant to this Agreement. The foregoing confidentiality and non-use obligations shall not apply to any portion of the other Party’s Confidential Information that the receiving Party shall hold confidential and not disclose to any Person, without the prior written consent of the disclosing Party or as otherwise required can demonstrate by law, and if such consent is given, obtain a written commitment from such third party, all Confidential Information and any information about the Project, or the terms or conditions or any other facts relating thereto, including, without limitation, the fact that discussions are taking place with respect thereto or the status thereof, or the fact that Confidential Information has been made available competent tangible evidence: (a) was already known to the receiving Party or its Representatives; providedAffiliate, howeverother than under an obligation of confidentiality, that at the Parties may disclose such Confidential Information time of disclosure to their Representatives and their potential the receiving Party; (b) was generally available to the public or actual direct or indirect investors and potential or actual third party participants in the Project or third party assignees or transferees of all or any portion otherwise part of the Project, who are actively and directly participating in public domain at the time of its disclosure to the receiving Party’s evaluation ; (c) became generally available to the public or otherwise part of the Project public domain after its disclosure and other than through any act or who otherwise need to know the Confidential Information for the purpose omission of the Projectreceiving Party or its Affiliates in breach of this Agreement; b. Each (d) was disclosed to the receiving Party shall cause all its Representatives to observe the terms of this Agreement and shall be responsible for any breach of the terms of this Agreement by it or its RepresentativesAffiliate by a Third Party who has a legal right to make such disclosure and who did not obtain such information directly or indirectly from the other Party (or its Affiliate); and,or c. The receiving Party shall return (e) was independently discovered or destroy all Confidential Information (including all copies thereof) within ten (10) days of receipt of a written request made by the disclosing Party, except for one record copy that may be maintained developed by the receiving Party in or its legal archives. FurtherAffiliate without access to or aid, the receiving Party shall delete all Confidential Information contained in electronic files. Notwithstanding the foregoingapplication, the Parties may retain copies of any computer records and files containing Confidential Information that have been created pursuant to their automatic electronic archiving and back-up procedures until such computer records and files have been deleted in the ordinary course. Any copies retained as described shall be maintained as Confidential Information in accordance with the terms of this Agreement. d. In addition to the foregoing, neither Party will use the Confidential Information for any purpose other than directly in connection with the Project and as expressly authorized in writing by the disclosing Party or, if the Confidential Information is the property of the Property Ownerother Party’s Confidential Information, as evidenced by the Property Ownera contemporaneous writing.

Confidentiality and Non-Use. In consideration 12.1 During the term of receiving this Agreement, a Party (the “Disclosing Party”) may disclose to any other Party, its affiliates, directors, officers, employees and agents (the “Receiving Party”) certain confidential information that the Disclosing Party considers confidential and proprietary (the “Confidential Information, the QCP and PA agree as follows: a. ”). The Parties hereby acknowledge that any Receiving Party shall keep Confidential Information received confidential and such Confidential Information shall not, without the Disclosing Party’s prior written consent, be disclosed by either the Receiving Party is to any person or entity not a party to this Agreement in any manner whatsoever in whole or in part, and shall not be used by a Receiving Party other than in connection with the property purposes contemplated by this Agreement. Confidential Information shall be disclosed only to the officers and employees of the disclosing Receiving Party and who need to know such Confidential Information for the Property Ownerpurposes of this Agreement. The Receiving Party hereto agrees that, as applicableunless required by applicable law or legal process, and that the receiving Party shall hold confidential and it will not disclose to any Personthird party Confidential Information, nor use such Confidential Information it receives from the Disclosing Party, for any purpose other than that contemplated under this Agreement. 12.2 Such Confidential Information shall not be considered confidential, nor subject of this Agreement if it: 12.2.1 Was rightfully in the possession of the Receiving Party, without obligation of secrecy, prior to the date of disclosure of such Confidential Information by the Disclosing Party to the Receiving Party; or 12.2.2 Was publicly known on or prior written consent to the date of disclosure to the Receiving Party; or 12.2.3 Becomes publicly known, except by a breach of this Agreement by the Receiving Party; or 12.2.4 Is subsequently disclosed to the Receiving Party by a third party who, to the knowledge of the disclosing Receiving Party after reasonable inquiry, did not receive it under any obligation of confidentiality to the Disclosing Party; or 12.2.5 Is developed by or as otherwise for the Receiving Party independent of the disclosures made under this Agreement; or 12.2.6 Is required to be disclosed by applicable law, governmental regulation or legal process, provided that the Receiving Party promptly notifies the Disclosing Party of the requirement of such disclosure. 12.3 The Disclosing Party shall not be required to disclose any information to the other which the Disclosing Party may be legally restricted from so disclosing under the terms of any agreement between the Disclosing Party and if such consent is giventhird parties. 12.4 Upon the Disclosing Party’s written request, obtain a written commitment from such third party, the Receiving Party shall promptly return all Confidential Information and any information about the Project, or the terms or conditions or shall destroy any other facts relating thereto, including, without limitationmaterial prepared (or portion thereof) which contain Confidential Information. Promptly thereafter, the fact Receiving Party shall notify the Disclosing Party in writing that discussions are taking place with respect thereto or the status thereof, or the fact that all Confidential Information has been made available to returned or destroyed in accordance with the receiving Party or its Representatives; providedforegoing, however, except that the Parties Receiving Party may disclose such keep one copy of Confidential Information to their Representatives and their potential or actual direct or indirect investors and potential or actual third party participants in the Project or third party assignees or transferees of all or any portion of the Project, who are actively and directly participating in the Party’s evaluation of the Project or who otherwise need be used only to know the Confidential Information for the purpose of the Project; b. Each Party shall cause all its Representatives to observe the terms of this Agreement and shall be responsible for any breach of the terms of this Agreement by it or its Representatives; and, c. The receiving Party shall return or destroy all Confidential Information (including all copies thereof) within ten (10) days of receipt of a written request made by the disclosing Party, except for one record copy that may be maintained by the receiving Party in its legal archives. Further, the receiving Party shall delete all Confidential Information contained in electronic files. Notwithstanding the foregoing, the Parties may retain copies of any computer records and files containing Confidential Information that have been created pursuant to their automatic electronic archiving and back-up procedures until such computer records and files have been deleted in the ordinary course. Any copies retained as described shall be maintained as Confidential Information in accordance prove compliance with the terms of this Agreement. d. In addition 12.5 The obligations set forth in this Article shall survive expiration or termination of this Agreement for a period of five (5) years. 12.6 Neither DOBFAR nor SAGENT shall release to any third party or publish in any way any non-public information with respect to the foregoingterms of this Agreement without the prior written consent of the other Party, neither Party will use which consent shall not be unreasonably withheld or delayed; provided, that SAGENT may disclose the Confidential Information for any purpose other than directly terms of this Agreement as reasonably necessary or useful in connection with the Project development, commercialization and/or divestiture or other disposition of the Product and as expressly authorized either Party may disclose the terms of this Agreement: 12.6.1 to the extent required to comply with applicable laws, including, without limitation the rules and regulations promulgated by the United States Securities and Exchange Commission; provided, further, that prior to making any such disclosure, the Party intending to so disclose the terms of this Agreement shall provide the non-disclosing Party with written notice of the proposed disclosure and an opportunity to review and comment on the intended disclosure which is reasonable under the circumstances; or 12.6.2 to one or more third parties and/or their advisors in writing by connection with a proposed spin-off, joint venture, divestiture, merger or other similar transaction involving all, or substantially all, of the assets or business of the disclosing Party orto which this Agreement relates or to lenders, investment bankers and other financial institutions of its choice solely for purposes of financing the business operations of such Party; provided, further, that either (i) upon the written consent of the other Party or (ii) if the Confidential Information is the property of the Property Owner, by the Property Ownerdisclosing Party uses reasonable efforts to obtain a signed confidentiality agreement with such third parties with respect to such information on terms no less restrictive than those contained in this Article 13.

Confidentiality and Non-Use. In consideration of receiving Confidential InformationAny proprietary or confidential information relating to the Technology, the QCP Patent Rights, Know-how (including but not limited to patent prosecution documents relating to Patent Rights), reports and PA agree as follows: a. The Parties hereby acknowledge that any Confidential Information received by either Party is the property of the disclosing Party and the Property Owner, as applicablerecords provided under Article 7, and that the receiving Party shall hold confidential and not disclose to any Person, without the prior written consent of the disclosing Party or as otherwise required by law, and if such consent is given, obtain a written commitment from such third party, all Confidential Information and any information about the Project, or the terms or conditions or any other facts relating thereto, including, without limitation, the fact that discussions are taking place with respect thereto reasonably confidential or the status thereof, proprietary information concerning a party’s business or the fact that Confidential Information has been made available technology disclosed to the receiving Party or its Representatives; providedother party under this Agreement, however, that the Parties may disclose such Confidential Information to their Representatives and their potential or actual direct or indirect investors and potential or actual third party participants in the Project or third party assignees or transferees of all or any portion of the Project, who are actively and directly participating in the Party’s evaluation of the Project or who otherwise need to know the Confidential Information for the purpose of the Project; b. Each Party shall cause all its Representatives to observe the terms of this Agreement and shall be responsible for any breach of the terms of this Agreement by it or its Representatives; and, c. The receiving Party shall return or destroy all Confidential Information (including all copies thereof) within ten (10) days of receipt of a written request made by the disclosing Party, except for one record copy that may be maintained by the receiving Party in its legal archives. Further, the receiving Party shall delete all Confidential Information contained in electronic files. Notwithstanding the foregoing, the Parties may retain copies of any computer records and files containing Confidential Information that have been created pursuant to their automatic electronic archiving and back-up procedures until such computer records and files have been deleted in the ordinary course. Any copies retained as described shall be maintained as Confidential Information in accordance with the terms of this Agreement, collectively constitute the “Confidential Information. d. In addition to the foregoing, neither Party ” Neither party will use or disclose the Confidential Information for any purpose other unrelated to the exercise of their rights or fulfillment of their obligations under this Agreement, and will hold it in confidence during the Term and for a period of seven (7) years after the termination or expiration of the Term. Each party shall exercise with respect to the Confidential Information the same degree of care as the party exercises with respect to its own confidential or proprietary information of a similar nature, but in no event less than directly reasonable care, and shall not disclose it or permit its disclosure to any Third Party (except to those of its employees, consultants, or agents who are bound by a substantially similar obligation of confidentiality of this Agreement). However, such undertaking of confidentiality shall not apply to any information or data which: 15.1.1 The receiving party receives without obligation of confidentiality at any time from a third-party lawfully in connection with possession of same and having the Project and right to disclose same; 15.1.2 is, as expressly authorized of the date of this Agreement, in writing the public domain, or subsequently enters the public domain through no fault of the receiving party; 15.1.3 is independently developed by the receiving party as demonstrated by written evidence without reference to or benefit of information disclosed to the receiving party by the disclosing Party party; 15.1.4 is disclosed pursuant to the prior written approval of the disclosing party; or 15.1.5 is required to be disclosed pursuant to Applicable Law or legal process (including, if without limitation, to a governmental authority) provided that recipient will (i) give prior written notice of such required disclosure to the other party, to the extent reasonably practicable, (ii) give reasonable assistance to the other party, as requested thereby, seeking confidential or protective treatment thereof, and (iii) only disclose such Confidential Information is to the property of the Property Owner, extent required by the Property Ownersuch Applicable Law or legal process.

Confidentiality and Non-Use. The Recipient agrees that all Evaluation Material received under this Agreement shall be maintained in confidence. The Recipient agrees not to use the Evaluation Material for any purpose except for the evaluation, negotiation or completion of a Potential Transaction. In consideration of receiving Confidential Informationparticular, the QCP Recipient shall not at any time file any patent application containing subject matter that is derived from the Disclosing Party’s Evaluation Material. The Recipient shall use the same standard of care to protect the confidentiality of such information as it uses to protect its own confidential material (but in no event shall the Recipient use anything less than a reasonable standard of care). The Recipient shall limit disclosure of such information to its Representatives who have a need to know the Evaluation Material for the sole purpose of assisting in evaluating, negotiating or completing a Potential Transaction and PA agree as follows: a. are bound in writing by confidentiality and non-use obligations no less restrictive than those set forth herein. The Parties hereby acknowledge that Recipient shall remain responsible for any Confidential Information received breach of this Agreement by its Representatives. The Recipient may not for any reason modify, disassemble, analyze, either Party is the property of the disclosing Party and the Property Ownerchemically or using physical techniques, as applicableincluding but not limited to microscopic examination, and that the receiving Party or otherwise reverse engineer or attempt to reverse engineer any Evaluation Material or permit or encourage any third party to do so. The Recipient shall hold confidential and the Disclosing Party’s Evaluation Material in a secure location so as to ensure that unauthorized persons do not disclose gain access to any PersonEvaluation Material. The Recipient shall promptly notify the Disclosing Party in writing of any unauthorized release of, without access to or use of Evaluation Material. Without the prior written consent of the disclosing Disclosing Party or as otherwise required (which may be withheld by lawthe Disclosing Party in its sole discretion), and if such consent is given, obtain a written commitment from such third party, all Confidential Information and neither the Recipient nor its Representatives will disclose to any information about person (i) that the Project, or the terms or conditions or any other facts relating thereto, including, without limitation, the fact that discussions are taking place with respect thereto or the status thereof, or the fact that Confidential Information Evaluation Material has been furnished and/or made available to the receiving Recipient and, if applicable, the Recipient’s Representatives, (ii) that discussions or negotiations are or were taking place concerning a Potential Transaction, including the status thereof or the termination of such discussions or negotiations, (iii) any of the terms, conditions or other facts with respect to any such Potential Transaction or the Recipient’s consideration thereof, or (iv) the existence or terms of this Agreement, except, in each case of clauses (i) through (iv), as would be required by and in accordance with the procedures of Section 4 below and solely to the extent required by applicable law, regulation or legal process. Without prior written consent of the Disclosing Party (which may be withheld by the Disclosing Party in its sole discretion), neither the Recipient nor its Representatives shall, directly or indirectly, initiate or maintain contact, or otherwise communicate, with any Representatives of the Disclosing Party concerning the Evaluation Material or a Potential Transaction, and neither the Recipient nor its Representatives shall, directly or indirectly, initiate or maintain contact, or otherwise communicate, with any current or former director or member of management or any employee of the Disclosing Party or its Representativesany customers, vendors, suppliers or other third parties that conduct business with the Disclosing Party, or any regulatory agency or other governmental authority having jurisdiction over the Disclosing Party, concerning the Evaluation Material or a Potential Transaction, in each case, unless such contact has been consented to in advance by, and scheduled through, a Representative of the Disclosing Party identified to the Recipient for such purpose in the course of discussions or negotiations of the Potential Transaction; provided, however, that nothing in this paragraph shall prohibit or otherwise restrict the Parties may disclose such Confidential Information to their Representatives and their potential Recipient or actual direct or indirect investors and potential or actual third party participants in the Project or third party assignees or transferees of all or any portion of the Project, who are actively and directly participating in the Party’s evaluation of the Project or who otherwise need to know the Confidential Information for the purpose of the Project; b. Each Party shall cause all its Representatives to observe the terms of this Agreement and shall be responsible for any breach of the terms of this Agreement by it or its Representatives; and, c. The receiving Party shall return or destroy all Confidential Information (including all copies thereof) within ten (10) days of receipt of a written request made by the disclosing Party, except for one record copy that may be maintained by the receiving Party in its legal archives. Further, the receiving Party shall delete all Confidential Information contained in electronic files. Notwithstanding the foregoing, the Parties may retain copies of any computer records and files containing Confidential Information that have been created pursuant to their automatic electronic archiving and back-up procedures until such computer records and files have been deleted from contacts in the ordinary course. Any copies retained as described shall be maintained as Confidential Information in accordance course of business consistent with the terms of this Agreement. d. In addition past practice, not related to the foregoing, neither Party will use Potential Transaction and without reference to the Confidential Information for any purpose other than directly in connection with Evaluation Material or the Project and as expressly authorized in writing by the disclosing Party or, if the Confidential Information is the property of the Property Owner, by the Property OwnerPotential Transaction.

Confidentiality and Non-Use. In consideration Any proprietary or confidential information relating to a party’s business, technologies or finances (including, but not limited to, in the case of receiving Licensee any reports and records provided under Article 7) disclosed to the other party under this Agreement collectively constitutes the “Confidential Information.” Neither party will use the Confidential Information of the other party for any purpose unrelated to the exercise of its rights or fulfillment of its obligations under this Agreement, and will hold such Confidential Information in confidence during the QCP Term and PA agree for a period of ten (10) years after the termination or expiration date of this Agreement (except that Confidential Information identified by a party as followsa trade secret shall be held in confidence for as long as such information remains a trade secret). Each party shall exercise with respect to the Confidential Information of the other party the same degree of care as the party exercises with respect to its own confidential or proprietary information of a similar nature, but in no event less than reasonable care, and shall not disclose it or permit its disclosure to any Third Party, other than: (i) to its Affiliates, and those of its and its Affiliates’ respective employees, licensees, consultants, contractors, accountants, attorneys, advisors and agents, as well as to any potential acquirers, investors or lenders and their respective advisors, in each of the foregoing cases who are bound by a substantially similar obligation of confidentiality of this Agreement and (ii) by or on behalf of Licensee to any applicable Regulatory Authority in connection with the regulatory approval process and/or other regulatory matters with respect to any Product. However, such undertaking of confidentiality shall not apply to any information or data which: a. The Parties hereby acknowledge that (a) the receiving party receives without obligation of confidentiality at any time from a Third Party lawfully in possession of same and having the right to disclose same; (b) is, as of the Effective Date, in the public domain, or subsequently enters the public domain through no fault of the receiving party; (c) is independently developed by the receiving party as demonstrated by written evidence without reference to or benefit of information disclosed to the receiving party by the disclosing party; or (d) is publically disclosed pursuant to the prior, written approval of the disclosing party. If a party is required to disclose any Confidential Information received by either Party is the property of the disclosing Party and other party pursuant to Applicable Law or legal process, the Property Ownerfirst party shall (i) give prior, as applicablewritten notice of such required disclosure to the other party, to the extent reasonably practicable, (ii) give reasonable assistance to the other party, if requested thereby, seeking confidential or protective treatment thereof, and that (iii) only disclose such Confidential Information to the receiving Party shall hold confidential and not disclose to any Person, without the prior written consent of the disclosing Party or as otherwise extent required by law, and if such consent is given, obtain a written commitment from such third party, all Confidential Information and any information about the Project, Applicable Law or the terms or conditions or any other facts relating thereto, including, without limitation, the fact that discussions are taking place with respect thereto or the status thereof, or the fact that Confidential Information has been made available to the receiving Party or its Representativeslegal process; provided, however, that the Parties may disclose such Confidential Information foregoing requirement shall not apply with respect to their Representatives and their potential or actual direct or indirect investors and potential or actual third party participants in the Project or third party assignees or transferees of all or any portion of the Project, who are actively and directly participating in the Party’s evaluation of the Project or who otherwise need disclosures by Licensee to know the Confidential Information for the purpose of the Project; b. Each Party shall cause all its Representatives to observe the terms of this Agreement and shall be responsible for any breach of the terms of this Agreement by it or its Representatives; and, c. The receiving Party shall return or destroy all Confidential Information (including all copies thereof) within ten (10) days of receipt of a written request made by the disclosing Party, except for one record copy that may be maintained by the receiving Party in its legal archives. Further, the receiving Party shall delete all Confidential Information contained in electronic files. Notwithstanding the foregoing, the Parties may retain copies of any computer records and files containing Confidential Information that have been created pursuant to their automatic electronic archiving and back-up procedures until such computer records and files have been deleted in the ordinary course. Any copies retained as described shall be maintained as Confidential Information in accordance with the terms of this Agreement. d. In addition to the foregoing, neither Party will use the Confidential Information for any purpose other than directly applicable Regulatory Authority in connection with the Project and as expressly authorized in writing by the disclosing Party or, if the Confidential Information is the property of the Property Owner, by the Property Ownerregulatory approval process for any Product.

Confidentiality and Non-Use. In consideration (a) Except as otherwise expressly provided in Section 2(e) of receiving Confidential Informationthis Agreement, during the QCP Term of this Agreement and PA agree as follows: a. The Parties hereby acknowledge that any Confidential Information received by either Party is renewal thereof, and for a period of five (5) years thereafter, each party shall hold in confidence, not disclose and not use for the property benefit of any party, except the disclosing Party party, any and all confidential information provided by the Property Ownerdisclosing party, as applicable, and that except with the receiving Party shall hold confidential and not disclose to any Person, without the express prior written consent of the disclosing Party party, provided that non-disclosing party shall not be prevented from disclosing information which: (i) at, prior or as otherwise subsequent to the time of such disclosure is independently known to the receiving party without obligation of secrecy or non-use to a third party; (ii) at, prior or subsequent to the time of disclosure, becomes part of the public knowledge through no breach hereof by the receiving party; (iii) subsequent to the time of such disclosure is the subject of another agreement between the parties hereto which explicitly permits use or disclosure; or (iv) is required by lawlaw or judicial process to be disclosed. Specific information received by either party hereunder shall not be deemed to fall within any of the foregoing exceptions merely because it is embraced by general information within any such exceptions. In addition, any combination of features received as confidential information by either party hereunder shall not be deemed to fall within any of the foregoing exceptions merely because individual features are separately within any such exception, but only if the combination itself, and if its principles of operation, are within such consent is given, obtain exception. (b) In the event that either party shall be legally compelled or required by a written commitment from such third party, court of competent jurisdiction to disclose all or any part of the Confidential Information and any information about of the Projectother (or its Affiliates), it shall provide prompt notice to the other so that such other party (or the terms its Affiliates) may determine whether or conditions not to seek a protective order or any other facts relating thereto, including, without limitationappropriate remedy. If a protective order or other appropriate remedy is not obtained before such disclosure is required, the fact that discussions are taking place with respect thereto or party required to make disclosure will disclose only those portions of the status thereof, or the fact that Confidential Information has been made available in question which it is advised by written opinion of counsel (which opinion shall be addressed to such party and to the receiving Party or other party), it is legally required to disclose and will exercise its Representatives; providedbest efforts to obtain reliable assurances that confidential treatment will be accorded such Confidential Information. (c) Without limiting the generality of the foregoing, howevereach party shall limit disclosure of the confidential information to its employees who need to receive the confidential information in order to further the activities contemplated in this Agreement. Each party shall take sufficient precautions to safeguard the confidential information, including obtaining appropriate commitments and enforceable confidentiality agreements. Each party understands and agrees that the wrongful disclosure of confidential information will result in serious and irreparable damage to the other party, that the Parties remedy at law for any breach of this covenant may disclose be inadequate, and that the party seeking redress hereunder shall be entitled to injunctive relief, without prejudice to any other rights and remedies to which such Confidential Information party may be entitled. (d) It is acknowledged that confidential information may be disclosed not only in writing or other tangible form, but also through discussions between each party's respective representatives, demonstrations, observations and other intangible methods. (e) The above notwithstanding, each party shall have the right, with the exercise of discretion, and insofar as practical under written confidentiality agreements having provisions no less stringent than those contained herein, to their Representatives and their potential or actual direct or indirect investors and potential or actual make disclosures of such portions of confidential information to third party participants consultants, attorneys, contractors, advisors, Affiliates and governmental agencies where in the Project recipient's judgment such disclosure is essential to development, approval or third party assignees or transferees marketing of all or any portion of the Projecta Reddy Finished Product pursuant to this Agreement. (f) Except as otherwise set forth in this Agreement, who are actively and directly participating in the Party’s evaluation of the Project or who otherwise need to know the Confidential Information for the purpose of the Project; b. Each Party shall cause all its Representatives to observe the terms upon termination of this Agreement and shall be responsible for any breach at the written request of the terms of this Agreement by it or its Representatives; and, c. The disclosing party, the receiving Party party shall return or destroy all Confidential Information the confidential information of the disclosing party (including all copies thereof) within ten (10) days or destroy such confidential information at the option of receipt of a written request made by the disclosing Party, except for one record copy that may be maintained by the receiving Party in its legal archives. Further, the receiving Party shall delete all Confidential Information contained in electronic files. Notwithstanding the foregoing, the Parties may retain copies of any computer records and files containing Confidential Information that have been created pursuant to their automatic electronic archiving and back-up procedures until such computer records and files have been deleted in the ordinary course. Any copies retained as described shall be maintained as Confidential Information in accordance with the terms of this Agreementparty. d. In addition to the foregoing, neither Party will use the Confidential Information for any purpose other than directly in connection with the Project and as expressly authorized in writing by the disclosing Party or, if the Confidential Information is the property of the Property Owner, by the Property Owner.

Confidentiality and Non-Use. In consideration The confidentiality obligations and use limitations set forth in this Section 8 shall remain in effect for a period of receiving three (3) years from the disclosure of the Confidential Information; provided that all trade secrets shall remain subject to the terms hereof for as long as they are classified as such under applicable law. Each Party agrees to protect the confidentiality of the Confidential Information of the other Party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either Party exercise less than reasonable care in protecting such Confidential Information; provided that a Receiving Party may disclose Confidential Information of the Disclosing Party to its employees, contractors, subcontractors, or representatives who have a need to know such Confidential Information and who are bound to protect such Confidential Information under substantially similar terms as required hereby, or to legal, financial or other professional advisors who are providing professional services to the Receiving Party subject to obligations of confidentiality. In addition, without the Disclosing Party’s written permission, the QCP and PA agree as follows: a. The Parties hereby acknowledge that Receiving Party shall not use any Confidential Information received by either Party is the property of the disclosing Disclosing Party and other than in connection with fulfilling the Property Owner, as applicable, and that obligations or exercising the receiving Party shall hold confidential and not disclose to any Person, without the prior written consent rights of the disclosing Receiving Party or as otherwise required by law, and if such consent is given, obtain a written commitment from such third party, all Confidential Information and any information about the Project, or the terms or conditions or any other facts relating thereto, under these Terms (including, without limitation, the fact that discussions are taking place with respect thereto as may be necessary to support or the status thereof, defend a claim arising under these Terms). Neither Party may engage in any purchasing or the fact that selling of securities based on any Confidential Information has been made available to the receiving Party or its Representatives; provided, however, that the Parties may disclose such Confidential Information to their Representatives and their potential or actual direct or indirect investors and potential or actual third party participants in the Project or third party assignees or transferees of all or any portion of the Projectmaterial, who are actively non-public information and directly participating in the Party’s evaluation of the Project may not communicate any such information to any person or who otherwise need entity when it is reasonably foreseeable that such person is likely to know the Confidential Information for the purpose of the Project; b. Each Party shall cause all its Representatives to observe the terms of this Agreement and shall be responsible for any breach of the terms of this Agreement by it purchase or its Representatives; and, c. The receiving Party shall return or destroy all Confidential Information (including all copies thereof) within ten (10) days of receipt of a written request made by the disclosing Party, except for one record copy that may be maintained by the receiving Party in its legal archives. Further, the receiving Party shall delete all Confidential Information contained in electronic files. Notwithstanding the foregoing, the Parties may retain copies of any computer records and files containing Confidential Information that have been created pursuant to their automatic electronic archiving and back-up procedures until sell securities based on such computer records and files have been deleted in the ordinary course. Any copies retained as described shall be maintained as Confidential Information in accordance with the terms of this Agreementinformation. d. In addition to the foregoing, neither Party will use the Confidential Information for any purpose other than directly in connection with the Project and as expressly authorized in writing by the disclosing Party or, if the Confidential Information is the property of the Property Owner, by the Property Owner.

Confidentiality and Non-Use. In consideration of receiving Any proprietary or confidential information relating to the Technology, Patent Rights, Know-how (including but not limited to patent prosecution documents relating to Patent Rights), reports and records provided under Articles 3.1, 4.2 and 7, and any other reasonably confidential or proprietary information concerning a party’s business or technology disclosed to the other party under this Agreement collectively constitute the “Confidential Information, the QCP and PA agree as follows: a. The Parties hereby acknowledge that any Confidential Information received by either Party is the property of the disclosing Party and the Property Owner, as applicable, and that the receiving Party shall hold confidential and not disclose to any Person, without the prior written consent of the disclosing Party or as otherwise required by law, and if such consent is given, obtain a written commitment from such third party, all Confidential Information and any information about the Project, or the terms or conditions or any other facts relating thereto, including, without limitation, the fact that discussions are taking place with respect thereto or the status thereof, or the fact that Confidential Information has been made available to the receiving Party or its Representatives; provided, however, that the Parties may disclose such Confidential Information to their Representatives and their potential or actual direct or indirect investors and potential or actual third .” Neither party participants in the Project or third party assignees or transferees of all or any portion of the Project, who are actively and directly participating in the Party’s evaluation of the Project or who otherwise need to know the Confidential Information for the purpose of the Project; b. Each Party shall cause all its Representatives to observe the terms of this Agreement and shall be responsible for any breach of the terms of this Agreement by it or its Representatives; and, c. The receiving Party shall return or destroy all Confidential Information (including all copies thereof) within ten (10) days of receipt of a written request made by the disclosing Party, except for one record copy that may be maintained by the receiving Party in its legal archives. Further, the receiving Party shall delete all Confidential Information contained in electronic files. Notwithstanding the foregoing, the Parties may retain copies of any computer records and files containing Confidential Information that have been created pursuant to their automatic electronic archiving and back-up procedures until such computer records and files have been deleted in the ordinary course. Any copies retained as described shall be maintained as Confidential Information in accordance with the terms of this Agreement. d. In addition to the foregoing, neither Party will use the Confidential Information for any purpose other unrelated to the exercise of their rights or fulfillment of their obligations under this Agreement, and will hold it in confidence during the Term and for a period of [***] years after the termination or expiration date of this Agreement. Each party shall exercise with respect to such the Confidential Information the same degree of care as the party exercises with respect to its own confidential or proprietary information of a similar nature, but in no event less than directly reasonable care, and shall not disclose it or permit its disclosure to any Third Party (except to those of its employees, consultants, or agents who are bound by a substantially similar obligation of confidentiality of this Agreement). However, such undertaking of confidentiality shall not apply to any information or data which: 13.1.1 The receiving party receives without obligation of confidentiality at any time from a third-party lawfully in connection with possession of same and having the Project and right to disclose same; 13.1.2 is, as expressly authorized of the date of this Agreement, in writing the public domain, or subsequently enters the public domain through no fault of the receiving party; 13.1.3 is independently developed by the receiving party as demonstrated by written evidence without reference to or benefit of information disclosed to the receiving party by the disclosing Party party; 13.1.4 is disclosed pursuant to the prior written approval of the disclosing party; or 13.1.5 is required to be disclosed pursuant to Applicable Law or legal process (including, if without limitation, to a governmental authority) provided that recipient will (i) give prior written notice of such required disclosure to the other party, to the extent reasonably practicable, (ii) give reasonable assistance to the other party, as requested thereby, seeking confidential or protective treatment thereof, and (iii) only disclose such Confidential Information is to the property of the Property Owner, extent required by the Property Ownersuch Applicable Law or legal process.

Confidentiality and Non-Use. In consideration 11.1 By virtue of receiving this Agreement, each party hereto may disclose to the other party information that is confidential and otherwise proprietary. Unless governed by the terms of an existing or contemporaneously executed non-disclosure agreement ("NDA"), the following Sections 11.2 and 11.3 apply. 11.2 Subject to the exceptions listed below, a party's "Confidential Information" shall be defined as information disclosed by the party to the other party under this Agreement and clearly marked or otherwise clearly designated as "confidential" or information disclosed by one party that is reasonably understood by the other party to be confidential. The Licensed Technology, F5’s proprietary software applications and hardware and the QCP terms and PA agree as follows: a. The Parties hereby acknowledge that any pricing of this Agreement shall automatically be considered Confidential Information received by either Party under this Agreement. However, a party's Confidential Information shall not include any information that: (a) is the property or becomes a part of the disclosing Party and the Property Owner, as applicable, and that the receiving Party shall hold confidential and not disclose to any Person, without the prior written consent public domain through no act or omission of the other party; or (b) was in the other party's lawful possession prior to the disclosure while not under a duty of confidentiality and had not been obtained by the other party either directly or indirectly from the disclosing Party party; or as otherwise required (c) is lawfully disclosed to the other party by lawa third party without restriction on disclosure; or (d) is independently developed by the other party by employees or agents without use of the party's Confidential Information. 11.3 Each party agrees, for the term of this Agreement and if such consent is giventhree (3) years after its expiration or termination, obtain a written commitment from such third to hold the other party, all 's Confidential Information and any information about the Projectin strict confidence, or the terms or conditions or any other facts relating thereto, including, without limitation, the fact that discussions are taking place with respect thereto or the status thereof, or the fact that Confidential Information has been made available not to the receiving Party or its Representatives; provided, however, that the Parties may disclose such Confidential Information to their Representatives and their potential or actual direct or indirect investors and potential or actual third party participants in the Project or third party assignees or transferees of all or any portion of the Project, who are actively and directly participating in the Party’s evaluation of the Project or who otherwise need to know the Confidential Information for the purpose of the Project; b. Each Party shall cause all its Representatives to observe the terms of this Agreement and shall be responsible for any breach of the terms of this Agreement by it or its Representatives; and, c. The receiving Party shall return or destroy all Confidential Information (including all copies thereof) within ten (10) days of receipt of a written request made parties not authorized by the disclosing Partyparty to receive such Confidential Information, except for one record copy that may be maintained by the receiving Party in its legal archives. Further, the receiving Party shall delete all Confidential Information contained in electronic files. Notwithstanding the foregoing, the Parties may retain copies of any computer records and files containing Confidential Information that have been created pursuant not to their automatic electronic archiving and back-up procedures until use such computer records and files have been deleted in the ordinary course. Any copies retained as described shall be maintained as Confidential Information in accordance with the terms of this Agreement. d. In addition to the foregoing, neither Party will use the Confidential Information for any purpose other than directly in connection with the Project and except as expressly authorized in writing by permitted hereunder. Each party agrees to take reasonable steps to protect the disclosing Party or, if the other party's Confidential Information and to ensure that such Confidential Information is the property not disclosed, distributed or used in violation of the Property Owner, provisions of this Agreement. The foregoing prohibition on disclosure of Confidential Information shall not apply to the extent certain Confidential Information is required to be disclosed by the Property Ownerreceiving party as a matter of law or by order of a court, provided that the receiving party uses reasonable efforts to provide the disclosing party with prior notice of such obligation to disclose and reasonably assists in obtaining a protective order therefore.

Confidentiality and Non-Use. In consideration 8.1 Dow and the Host Company each acknowledge that during the term of receiving Confidential Informationthis Agreement, their employees, including the Seconded Employees, may receive, or otherwise acquire, information that the Party disclosing the information (the “Disclosing Party”) considers proprietary and confidential, or that the Disclosing Party is obligated to keep in confidence pursuant to an agreement with a third party. Except as otherwise provided to the contrary in any general confidentiality and non-use agreements between Dow and the Host Company, the QCP Party receiving the disclosure of any the proprietary and PA confidential information (the “Receiving Party”), and its employees, agree to maintain any and all proprietary and confidential information transmitted to it, or its employees, by the Disclosing Party, or otherwise acquired by it, or its employees, as follows: a. The Parties hereby acknowledge that any Confidential Information received by either Party is the property a result of the disclosing performance of services for the Host Company by the Seconded Employees or being present on the Disclosing Party’s premises, in strict confidence. The Receiving Party and the Property Owner, as applicableagrees to, and that the receiving Party shall hold confidential and cause its employees to, not disclose the information to any Personthird party or use the information on its (or its employees’) own behalf, without the prior written consent of the disclosing Party or as otherwise required by lawDisclosing Party. All business and technical information received, and if such consent is givendeveloped, obtain a written commitment from such third party, all Confidential Information and any information about the Projectobserved, or otherwise acquired by the terms or conditions or any other facts relating thereto, including, without limitation, the fact that discussions are taking place with respect thereto or the status thereof, or the fact that Confidential Information has been made available to the receiving Receiving Party or its Representatives; providedemployees, howeverincluding the Seconded Employees, as a result of performing services for the Host Company, or being present at the Disclosing Party’s premises, is presumed to be confidential. The obligations of confidence and non-use described in this Article 8 shall not apply to any information that (a) was known to the Parties may Receiving Party prior to receipt from the Disclosing Party, or as a result of performing services for the Disclosing Party or being present on the Disclosing Party’s premises, (b) is or becomes known to the public through no fault of the Receiving Party, (c) the Receiving Party is legally required by statute, subpoena, or other valid court order, to disclose such Confidential Information by a Governmental Authority having competent jurisdiction, provided the Receiving Party gives notice to their Representatives and their potential the Disclosing Party as soon as reasonably possible regarding its obligation to disclose the information, (d) corresponds in substance to that furnished to the Receiving Party by others as a matter of right without restriction on disclosure, or actual direct (e) corresponds in substance to that independently developed by or indirect investors and potential or actual third party participants for the Receiving Party. 8.2 The Host Company may, at its discretion, require the Seconded Employees to execute a confidentiality agreement in the Project or third party assignees or transferees of all or any portion of the Project, who are actively form specified in Exhibit C attached to and directly participating in the Party’s evaluation of the Project or who otherwise need to know the Confidential Information for the purpose of the Project; b. Each Party shall cause all its Representatives to observe the terms of this Agreement and shall be responsible for any breach of the terms of this Agreement by it or its Representatives; and, c. The receiving Party shall return or destroy all Confidential Information (including all copies thereof) within ten (10) days of receipt of a written request made by the disclosing Party, except for one record copy that may be maintained by the receiving Party in its legal archives. Further, the receiving Party shall delete all Confidential Information contained in electronic files. Notwithstanding the foregoing, the Parties may retain copies of any computer records and files containing Confidential Information that have been created pursuant to their automatic electronic archiving and back-up procedures until such computer records and files have been deleted in the ordinary course. Any copies retained as described shall be maintained as Confidential Information in accordance with the terms part of this Agreement. d. In addition to the foregoing, neither Party will use the Confidential Information for any purpose other than directly in connection with the Project and as expressly authorized in writing by the disclosing Party or, if the Confidential Information is the property of the Property Owner, by the Property Owner.

Confidentiality and Non-Use. In consideration (a) The Receiving Party shall treat as confidential all Confidential Information of receiving the Disclosing Party, shall not use such Confidential InformationInformation except to exercise its rights and perform its obligations under this Agreement. (b) The Receiving Party shall not disclose Confidential Information of the Disclosing Party, the QCP and PA agree as followsexcept: a. The Parties hereby acknowledge that any (i) to the directors, officers and employees of the Receiving Party who are reasonably required to access or use the Confidential Information received on the Receiving Party’s behalf in order for the Receiving Party to exercise its rights and perform its obligations in accordance with this Agreement; or (ii) to third Persons who are permitted to access or use such Confidential Information pursuant to this Agreement and provided that such Persons are: (A) bound by either Party is the property professional duties of confidentiality not to disclose such Confidential Information or (B) such Person agrees in writing to abide by restrictions on confidentiality and non-use materially as protective as those set forth herein; or (iii) pursuant to, and as required by, Applicable Law or a Governmental Authority or as otherwise necessary to complete regulatory filings in furtherance of the disclosing Party and the Property OwnerReceiving Party’s performance of its obligations, as applicable, and that the receiving Party shall hold confidential and not disclose to any Person, without in each such case in compliance with Section 18.3(b); or (iv) [***] (v) with the prior written consent of the disclosing Party or as otherwise required by law, and if such consent is given, obtain a written commitment from such third party, all Confidential Information and any information about the Project, or the terms or conditions or any other facts relating thereto, including, without limitation, the fact that discussions are taking place with respect thereto or the status thereof, or the fact that Confidential Information has been made available to the receiving Party or its Representatives; provided, however, that the Parties may disclose such Confidential Information to their Representatives and their potential or actual direct or indirect investors and potential or actual third party participants in the Project or third party assignees or transferees of all or any portion of the Project, who are actively and directly participating in the Disclosing Party’s evaluation of the Project or who otherwise need to know the Confidential Information for the purpose of the Project;. b. Each Party shall cause all its Representatives to observe the terms of this Agreement and shall be responsible for any breach of the terms of this Agreement by it or its Representatives; and, c. The receiving Party shall return or destroy all Confidential Information (including all copies thereofc) within ten (10) days of receipt of a written request made by the disclosing Party, except for one record copy that may be maintained by the receiving Party in its legal archives. Further, the receiving Party shall delete all Confidential Information contained in electronic files. Notwithstanding Without limiting the foregoing, the Parties may retain copies Receiving Party shall use at least the same degree of care it uses to prevent the disclosure of its own Confidential Information of like importance, which care shall be no less than reasonable care, to prevent the disclosure of Confidential Information of the Disclosing Party. (d) The Receiving Party shall (i) promptly notify the Disclosing Party of any computer records and files containing breach of these confidentiality provisions, including the actual or suspected misuse or unauthorized disclosure of Confidential Information that have been created pursuant of the Disclosing Party by any Person to their automatic electronic archiving and back-up procedures until such computer records and files have been deleted in whom the ordinary course. Any copies retained as described shall be maintained as Receiving Party has disclosed Confidential Information in accordance of the Disclosing Party, and (ii) cooperate with the terms of this Agreement. d. Disclosing Party in its efforts to remedy any such misuse or unauthorized disclosure. In addition to any other remedy to which the foregoingDisclosing Party may be entitled, neither the Disclosing Party will use shall be entitled to institute and prosecute proceedings in a court of competent jurisdiction to obtain temporary and/or permanent injunctive or other equitable relief to enforce any provision of this Section 18 without the Confidential Information for any purpose other than directly in connection with the Project and as expressly authorized in writing by the disclosing Party or, if the Confidential Information is the property necessity of the Property Owner, by the Property Ownerposting bond or proof of action injury or damage.

Confidentiality and Non-Use. In consideration Each Party agrees, for the term of receiving Confidential Informationthis Agreement and after its expiration or termination, to hold the QCP and PA agree as follows: a. The Parties hereby acknowledge that any other Party’s Confidential Information received in strict confidence; not to disclose such Confidential Information to third parties not authorized by either Party is the property of the disclosing Party and the Property Owner, as applicable, and that the receiving Party shall hold confidential and not disclose Discloser to any Person, without the prior written consent of the disclosing Party or as otherwise required by law, and if receive such consent is given, obtain a written commitment from such third party, all Confidential Information and any information about the Project, or the terms or conditions or any other facts relating thereto, including, without limitation, the fact that discussions are taking place with respect thereto or the status thereof, or the fact that not to use such Confidential Information has been made available to the receiving Party or its Representativesfor any purpose except as expressly permitted under this Agreement; provided, however, that the Parties Recipient may disclose Confidential Information to its directors, managers, officers, investors, potential investors, employees, consultants, and contractors who have a need to know such Confidential Information and who have executed a similarly stringent confidentiality agreement or are subject to their Representatives and their potential a professional duty of confidentiality. Both Parties will take reasonable security precautions to protect the Confidential Information. Each Party will not remove, or actual direct cause to be removed from the other, any original or indirect investors and potential or actual third party participants duplicated documents to which it may have access in the Project furtherance of this Agreement. The term “duplicated documents” includes, but is not limited to, any photocopies, microfilm, tape recordings, handwritings, computer disks, or third party assignees or transferees of all or any portion mimeographed duplicates. Upon written request of the Projectother Party, who are actively and directly participating in the Party’s evaluation of the Project or who otherwise need to know the Confidential Information for the purpose of the Project; b. Each requested Party shall cause all its Representatives to observe the terms of this Agreement and shall be responsible for any breach of the terms of this Agreement by it or its Representatives; and, c. The receiving Party shall return promptly deliver or destroy all records, notes, and other written, printed, or tangible materials in its possession embodying or pertaining to the Confidential Information. The foregoing prohibition on disclosure of Confidential Information (including all copies thereof) within ten (10) days of receipt of a written request made by the disclosing Party, except for one record copy that may be maintained by the receiving Party in its legal archives. Further, the receiving Party shall delete all Confidential Information contained in electronic files. Notwithstanding the foregoing, the Parties may retain copies of any computer records and files containing Confidential Information that have been created pursuant to their automatic electronic archiving and back-up procedures until such computer records and files have been deleted in the ordinary course. Any copies retained as described shall be maintained as Confidential Information in accordance with the terms of this Agreement. d. In addition not apply to the foregoing, neither Party will use the Confidential Information for any purpose other than directly in connection with the Project and as expressly authorized in writing by the disclosing Party or, if the extent certain Confidential Information is required to be disclosed by Recipient as a matter of law or by order of a court, provided that Recipient uses reasonable efforts to provide Discloser with prior notice of such obligation to disclose and reasonably assists in Discloser’s lawful efforts to restrict or prevent the property of the Property Owner, by the Property Ownerdisclosure (at Discloser’s sole cost and expense).

Confidentiality and Non-Use. In consideration of receiving Confidential Information, the QCP and PA agree agrees as follows: a. The Parties QCP hereby acknowledge acknowledges that any Confidential Information received by either Party is the property of the disclosing Party CO C-PACE and the Property Owner, as applicable, and that the receiving Party QCP shall hold confidential and not disclose to any Person, without the prior written consent of the disclosing Party or as otherwise required by lawPA, and if such consent is given, obtain a written commitment from such third party, all Confidential Information and any information about the Project, or the terms or conditions or any other facts relating thereto, including, without limitation, the fact that discussions are taking place with respect thereto or the status thereof, or the fact that Confidential Information has been made available to the receiving Party QCP or its Representatives; provided, however, that the Parties QCP may disclose such Confidential Information to their its Representatives and their potential or actual direct or indirect investors and potential or actual third party participants in the Project or third party assignees or transferees of all or any portion of the Project, who are actively and directly participating in the Party’s its evaluation of the Project or who otherwise need to know the Confidential Information for the purpose of the Project; b. Each Party The QCP shall cause all its Representatives to observe the terms of this Agreement and shall be responsible for any breach of the terms of this Agreement by it or its Representatives; and,; c. The receiving Party QCP shall return or destroy all Confidential Information (including all copies thereof) within ten (10) days of receipt of a written request made by the disclosing PartyPA, except for one record copy that may be maintained by the receiving Party QCP in its legal archives. Further, the receiving Party QCP shall delete all Confidential Information contained in electronic files. Notwithstanding the foregoing, the Parties may retain copies of any computer records and files containing Confidential Information that have been created pursuant to their automatic electronic archiving and back-up procedures until such computer records and files have been deleted in the ordinary course. Any copies retained as described shall be maintained as Confidential Information in accordance with the terms of this Agreement.; and d. In addition to the foregoing, neither Party the QCP will not use the Confidential Information for any purpose other directly than directly in connection with the Project and as expressly authorized in writing by the disclosing Party or, if the Confidential Information is the property of the Property Owner, by the Property OwnerPA.

Confidentiality and Non-Use. In consideration of receiving principle all confidential or proprietary information or data and all recording-bearing media is regarded as Confidential Information, without it having to be marked "Confidential" unless the QCP and PA agree disclosing party has indicated in writing that the relevant information is not confidential. Any information received orally or visually (e.g. by showing the facilities) shall also be treated as follows: a. confidential, unless the disclosing party identified the information as non-confidential. The Parties receiving party hereby acknowledge agrees that it shall not disclose, distribute or disseminate any part of the Confidential Information received by either Party is the property of the disclosing Party and the Property Owner, as applicable, and that the receiving Party shall hold confidential and not disclose party to any Person, third party without the prior written consent of the disclosing Party or as otherwise required by law, and if such consent is given, obtain a written commitment from such third party, all except those directors, officers, employees, consultants, advisors and agents of the receiving party who are required to have the Confidential Information on a need-to-know basis and any information about the Project, or the terms or conditions or any other facts relating thereto, including, without limitation, the fact that discussions are taking place with respect thereto or the status thereof, or the fact that Confidential Information has been made available under confidentiality obligations at least as protective to the receiving Party or its Representatives; provided, however, that the Parties may disclose such Confidential Information to their Representatives and their potential or actual direct or indirect investors and potential or actual third party participants in the Project or third party assignees or transferees of all or any portion those agreed under this Agreement. The transfer of the ProjectNDA and its duties and rights to other parties, who are actively supposed to receive Confidential Information, will be done in writing and directly participating in needs to be provided to the Party’s evaluation other party upon request. In order to protect the disclosing party's Confidential Information, the receiving party shall exercise the same degree of the Project or who otherwise need care to know avoid disclosure of the Confidential Information for as it uses in respect of its own confidential information but in no case less than a reasonable degree of care. The receiving party agrees to notify the purpose disclosing party in writing of any misuse or misappropriation of the Project; b. Each Party shall cause all its Representatives to observe the terms of this Agreement and shall be responsible for any breach Confidential Information of the terms of this Agreement by it or disclosing party that may come to its Representatives; and, c. attention. The receiving Party party shall return not reverse engineer, disassemble or destroy all decompile any prototypes, software or other tangible objects which embody the disclosing party's Confidential Information. The receiving party further agrees that it will not remove any copyright notice, trademark notice and/or other proprietary legend or indication of confidentiality set forth on or contained in any Confidential Information (including all copies thereof) within ten (10) days of receipt of a written request made disclosed to it by the disclosing Partyparty, except for one record and will not copy that may be maintained by or reproduce any of the receiving Party in its legal archives. Further, the receiving Party shall delete all disclosing party’s Confidential Information contained in electronic files. Notwithstanding except as necessary to carry out the foregoing, the Parties may retain copies of any computer records and files containing Confidential Information that have been created pursuant to their automatic electronic archiving and back-up procedures until such computer records and files have been deleted in the ordinary course. Any copies retained as described shall be maintained as Confidential Information in accordance with the terms Purpose of this Agreement. d. In addition to the foregoing, neither Party will use the Confidential Information for any purpose other than directly in connection with the Project and as expressly authorized in writing by the disclosing Party or, if the Confidential Information is the property of the Property Owner, by the Property Owner.

Confidentiality and Non-Use. In consideration of receiving Confidential Information, the QCP and PA agree agrees as follows: a. The Parties QCP hereby acknowledge acknowledges that any Confidential Information received by either Party is the property of the disclosing Party CO C-PACE and the Property Owner, as applicable, and that the receiving Party QCP shall hold confidential and not disclose to any Person, without the prior written consent of the disclosing Party or as otherwise required by lawPA, and if such consent is given, obtain a written commitment from such third party, all Confidential Information and any information about the Project, or the terms or conditions or any other facts relating thereto, including, without limitation, the fact that discussions are taking place with respect thereto or the status thereof, or the fact that Confidential Information has been made available to the receiving Party QCP or its Representatives; provided, however, that the Parties QCP may disclose such Confidential Information to their its Representatives and their potential or actual direct or indirect investors and potential or actual third party participants in the Project or third party assignees or transferees of all or any portion of the Project, who are actively and directly participating in the Party’s its evaluation of the Project or who otherwise need to know the Confidential Information for the purpose of the Project; b. Each Party The QCP shall cause all its Representatives to observe the terms of this Agreement and shall be responsible for any breach of the terms of this Agreement by it or its Representatives; and, c. The receiving Party QCP shall return or destroy all Confidential Information (including all copies thereof) within ten (10) days of receipt of a written request made by the disclosing PartyPA, except for one record copy that may be maintained by the receiving Party QCP in its legal archives. Further, the receiving Party QCP shall delete all Confidential Information contained in electronic files. Notwithstanding the foregoing, the Parties may retain copies of any computer records and files containing Confidential Information that have been created pursuant to their automatic electronic archiving and back-up procedures until such computer records and files have been deleted in the ordinary course. Any copies retained as described shall be maintained as Confidential Information in accordance with the terms of this Agreement. d. In addition to the foregoing, neither Party the QCP will not use the Confidential Information for any purpose other directly than directly in connection with the Project and as expressly authorized in writing by the disclosing Party or, if the Confidential Information is the property of the Property Owner, by the Property OwnerPA.

Confidentiality and Non-Use. In consideration 10.1 By virtue of receiving this Agreement, each party hereto may disclose to the other party information that is confidential or otherwise proprietary. 10.2 Subject to the exceptions listed below, a party's "Confidential Information" will be defined as written, electronic, oral or other form of information disclosed by the QCP party to the other party under this Agreement and PA agree clearly marked or otherwise clearly designated as follows: a. The Parties hereby acknowledge that any "confidential" or the equivalent. Oral information is deemed "Confidential Information" if identified as such in writing by the disclosing party within 30 days following disclosure However, a party's Confidential Information received by either Party will not include any information that: (a) is the property or becomes a part of the disclosing Party and the Property Owner, as applicable, and that the receiving Party shall hold confidential and not disclose to any Person, without the prior written consent public domain through no wrongful act or omission of the other party; or (b) was in the other party's lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing Party party; or as otherwise required (c) is lawfully disclosed to the other party by lawa third party without restriction on disclosure; or (d) is independently developed by the other party by employees or agents without reference to the party's Confidential Information. 10.3 Each party agrees, for the term of this Agreement and if such consent is givenfive (5) years after its expiration or termination, obtain a written commitment from such third to hold the other party, all 's Confidential Information and any information about the Projectin strict confidence, or the terms or conditions or any other facts relating thereto, including, without limitation, the fact that discussions are taking place with respect thereto or the status thereof, or the fact that Confidential Information has been made available not to the receiving Party or its Representatives; provided, however, that the Parties may disclose such Confidential Information to their Representatives and their potential or actual direct or indirect investors and potential or actual third party participants in the Project or third party assignees or transferees of all or any portion of the Project, who are actively and directly participating in the Party’s evaluation of the Project or who otherwise need to know the Confidential Information for the purpose of the Project; b. Each Party shall cause all its Representatives to observe the terms of this Agreement and shall be responsible for any breach of the terms of this Agreement by it or its Representatives; and, c. The receiving Party shall return or destroy all Confidential Information (including all copies thereof) within ten (10) days of receipt of a written request made parties not authorized by the disclosing Partyparty to receive such Confidential Information, except for one record copy that may be maintained by the receiving Party in its legal archives. Further, the receiving Party shall delete all Confidential Information contained in electronic files. Notwithstanding the foregoing, the Parties may retain copies of any computer records and files containing Confidential Information that have been created pursuant not to their automatic electronic archiving and back-up procedures until use such computer records and files have been deleted in the ordinary course. Any copies retained as described shall be maintained as Confidential Information in accordance with the terms of this Agreement. d. In addition to the foregoing, neither Party will use the Confidential Information for any purpose except as expressly permitted hereunder. Each party agrees to take reasonable steps to protect the other than directly party's Confidential Information to ensure that such Confidential Information 207 is not disclosed, distributed or used in violation of the provisions of this Agreement. The foregoing prohibition on disclosure of Confidential Information will not apply to the extent certain Confidential Information is required to be disclosed by the receiving party as a matter of law or by order of a court, provided that the receiving party uses reasonable efforts to provide the disclosing party with prior notice of such obligation to disclose and reasonably assists in obtaining a protective order therefor. 10.4 As used herein, the term "Residuals" means information in non-tangible form that is inadvertently retained by persons who have had access, as authorized in this Agreement, to the other party's technology, including ideas, concepts, know-how or techniques contained therein. "Residuals" shall not include ideas, concepts, know-how or techniques which such persons know or should have reason to believe were acquired from access to such other party's technology. Each party acknowledges and agrees that, notwithstanding anything to the contrary in Section 10.3 or elsewhere in this Agreement, it and its employees may utilize for any lawful purpose any Residuals in connection with the Project and as expressly authorized in writing by the disclosing Party or, if the Confidential Information is the property performance of the Property Owner, by obligations under this Agreement or access to the Property Ownerother party's Confidential Information.

Confidentiality and Non-Use. In consideration of receiving Confidential InformationExcept as otherwise provided herein, the QCP each Recipient shall (and PA agree as follows: a. The Parties hereby acknowledge that any shall cause its Representatives to): (a) use all Confidential Information received by either Party is the property of the disclosing Disclosing Party solely in connection with exploring a Transaction and for the Property Owner, as applicable, specific purposes for which it is disclosed and that not for any competitive or other purpose; (b) hold all Confidential Information of the receiving Disclosing Party shall hold confidential in confidence and not disclose to any Person, without the prior written consent of the disclosing Party or as otherwise required by law, and if such consent is given, obtain a written commitment from such third party, all Confidential Information and any information about the Project, or the terms or conditions or any other facts relating thereto, including, without limitation, the fact that discussions are taking place with respect thereto or the status thereof, or the fact that Confidential Information has been made available to the receiving Party or its Representatives; provided, however, that the Parties may disclose such Confidential Information to their Representatives anyone without the written approval of the Disclosing Party; (c) protect the confidentiality of and their potential take commercially reasonable steps to prevent disclosure or actual direct unauthorized use of Confidential Information of the Disclosing Party in order to prevent it from falling into the public domain or indirect investors the possession of persons not generally bound to maintain its confidentiality; and potential or actual third party participants (d) advise the Disclosing Party in writing (within three (3) days) in the Project event such Recipient becomes aware of any misappropriation or third party assignees or transferees misuse of all or any portion Confidential Information of the ProjectDisclosing Party by any person, and provide reasonable assistance to the Disclosing Party in any proceeding or lawsuit related thereto. Confidential Information may be disclosed by Recipient to its Representatives who are actively and directly participating in the Party’s evaluation of the Project or who otherwise need to know the Confidential Information such information for the purpose of evaluating a possible Transaction or performing the Project; b. Transaction (it being understood that such Recipient will maintain corresponding binding obligations from such Representatives substantially similar to the obligations in this Agreement). Each Party shall cause all its Representatives to observe the terms of this Agreement and Recipient shall be responsible for any breach of the terms of this Agreement as a result of any action or disclosure by it or any of its Representatives; and, c. The receiving Representatives (including any Representative who may hereafter cease to be employed by, acting for, or otherwise associated with, such Recipient). Each Party shall return take all reasonably necessary measures to restrain any Representative or destroy all former Representative of such Party from any unauthorized disclosure or use of any Confidential Information (including all copies thereof) within ten (10) days of receipt of a written request made by the disclosing Disclosing Party, except for one record copy that may be maintained by the receiving Party in its legal archives. Further, the receiving Party shall delete all Confidential Information contained in electronic files. Notwithstanding the foregoing, the Parties may retain copies of any computer records and files containing Confidential Information that have been created pursuant to their automatic electronic archiving and back-up procedures until such computer records and files have been deleted in the ordinary course. Any copies retained as described Recipient shall be maintained as entitled to release the Disclosing Party’s Confidential Information in accordance with the terms of order to prosecute or defend any claim under this Agreement. d. In addition , in a manner consistent with securities legislation, stock exchange and securities commission rules, or pursuant to applicable law or an order of a court or government agency; provided, however, in the case of release pursuant to this sentence, Recipient shall limit the release to the foregoing, neither greatest extent reasonably possible under the circumstances and shall provide the Disclosing Party will use with sufficient advance notice as reasonably permitted under the circumstances to permit the Disclosing Party to seek a protective order or other order protecting its Confidential Information for any purpose other than directly in connection with the Project and as expressly authorized in writing by the disclosing Party or, if the Confidential Information is the property of the Property Owner, by the Property Ownerfrom such disclosure.

Confidentiality and Non-Use. In consideration of receiving Confidential InformationExcept as otherwise provided herein, the QCP each Recipient shall (and PA agree as follows: a. The Parties hereby acknowledge that any shall cause its Representatives to): (a) use all Confidential Information received by either Party is the property of the disclosing Disclosing Party solely in connection with exploring a Transaction and for the Property Owner, as applicable, specific purposes for which it is disclosed and that not for any competitive or other purpose; (b) hold all Confidential Information of the receiving Disclosing Party shall hold confidential in confidence and not disclose to any Person, without the prior written consent of the disclosing Party or as otherwise required by law, and if such consent is given, obtain a written commitment from such third party, all Confidential Information and any information about the Project, or the terms or conditions or any other facts relating thereto, including, without limitation, the fact that discussions are taking place with respect thereto or the status thereof, or the fact that Confidential Information has been made available to the receiving Party or its Representatives; provided, however, that the Parties may disclose such Confidential Information to their Representatives anyone without the written approval of the Disclosing Party; (c) protect the confidentiality of and their potential take commercially reasonable steps to prevent disclosure or actual direct unauthorized use of Confidential Information of the Disclosing Party in order to prevent it from falling into the public domain or indirect investors the possession of persons not generally bound to maintain its confidentiality; and potential or actual third party participants (d) advise the Disclosing Party in writing (within three (3) days) in the Project event such Recipient becomes aware of any misappropriation or third party assignees or transferees misuse of all or any portion Confidential Information of the ProjectDisclosing Party by any person, and provide reasonable assistance to the Disclosing Party in any proceeding or lawsuit related thereto. Confidential Information may be disclosed by Recipient to its Representatives who are actively and directly participating in the Party’s evaluation of the Project or who otherwise need to know the Confidential Information such information for the purpose of evaluating a possible Transaction or performing the Project; b. Transaction (it being understood that such Recipient will maintain corresponding written agreements from such Representatives containing confidentiality obligations substantially similar to the obligations in this Agreement). Each Party shall cause all its Representatives to observe the terms of this Agreement and Recipient shall be responsible for any breach of the terms of this Agreement as a result of any action or disclosure by it or any of its Representatives; and, c. The receiving Representatives (including any Representative who may hereafter cease to be employed by, acting for, or otherwise associated with, such Recipient). Each Party shall return take all reasonably necessary measures to restrain any Representative or destroy all former Representative of such Party from any unauthorized disclosure or use of any Confidential Information (including all copies thereof) within ten (10) days of receipt of a written request made by the disclosing Disclosing Party, except for one record copy that may be maintained by the receiving Party in its legal archives. Further, the receiving Party shall delete all Confidential Information contained in electronic files. Notwithstanding the foregoing, the Parties may retain copies of any computer records and files containing Confidential Information that have been created pursuant to their automatic electronic archiving and back-up procedures until such computer records and files have been deleted in the ordinary course. Any copies retained as described Recipient shall be maintained as entitled to release the Disclosing Party’s Confidential Information in accordance with the terms of order to prosecute or defend any claim under this Agreement. d. In addition , in a manner consistent with securities legislation, stock exchange and securities commission rules, or pursuant to applicable law or an order of a court or government agency; provided, however, in the case of release pursuant to this sentence, Recipient shall limit the release to the foregoing, neither greatest extent reasonably possible under the circumstances and shall provide the Disclosing Party will use with sufficient advance notice as reasonably permitted under the circumstances to permit the Disclosing Party to seek a protective order or other order protecting its Confidential Information for any purpose other than directly in connection with the Project and as expressly authorized in writing by the disclosing Party or, if the Confidential Information is the property of the Property Owner, by the Property Ownerfrom such disclosure.

Confidentiality and Non-Use. In consideration 11.1 By virtue of receiving this Agreement, each party hereto may disclose to the other party information that is confidential and otherwise proprietary. Unless governed by the terms of an existing or contemporaneously executed non-disclosure agreement ("NDA"), the following Sections 11.2 and 11.3 apply. 11.2 Subject to the exceptions listed below, a party's "Confidential Information, " shall be defined as information disclosed by the QCP party to the other party under this Agreement and PA agree clearly marked or otherwise clearly designated as follows: a. The Parties hereby acknowledge "confidential" or information disclosed by one party that any is reasonably understood by the RWKHU SDUW\ WR EH FRQILGHQWLDO 7KH /LFHQVHG 7HFKQRORJ\ and the terms and pricing of this Agreement shall automatically be considered Confidential Information received by either Party under this Agreement. However, a party's Confidential Information shall not include any information that: (a) is the property or becomes a part of the disclosing Party and the Property Owner, as applicable, and that the receiving Party shall hold confidential and not disclose to any Person, without the prior written consent public domain through no act or omission of the other party; or (b) was in the other party's lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing Party party; or as otherwise required (c) is lawfully disclosed to the other party by lawa third party without restriction on disclosure; or (d) is independently developed by the other party by employees or agents without access to the party's Confidential Information. 11.3 Each party agrees, for the term of this Agreement and if such consent is giventhree (3) years after its expiration or termination, obtain a written commitment from such third to hold the other party, all 's Confidential Information and any information about the Projectin strict confidence, or the terms or conditions or any other facts relating thereto, including, without limitation, the fact that discussions are taking place with respect thereto or the status thereof, or the fact that Confidential Information has been made available not to the receiving Party or its Representatives; provided, however, that the Parties may disclose such Confidential Information to their Representatives and their potential or actual direct or indirect investors and potential or actual third party participants in the Project or third party assignees or transferees of all or any portion of the Project, who are actively and directly participating in the Party’s evaluation of the Project or who otherwise need to know the Confidential Information for the purpose of the Project; b. Each Party shall cause all its Representatives to observe the terms of this Agreement and shall be responsible for any breach of the terms of this Agreement by it or its Representatives; and, c. The receiving Party shall return or destroy all Confidential Information (including all copies thereof) within ten (10) days of receipt of a written request made parties not authorized by the disclosing Partyparty to receive such Confidential Information, except for one record copy that may be maintained by the receiving Party in its legal archives. Further, the receiving Party shall delete all Confidential Information contained in electronic files. Notwithstanding the foregoing, the Parties may retain copies of any computer records and files containing Confidential Information that have been created pursuant not to their automatic electronic archiving and back-up procedures until use such computer records and files have been deleted in the ordinary course. Any copies retained as described shall be maintained as Confidential Information in accordance with the terms of this Agreement. d. In addition to the foregoing, neither Party will use the Confidential Information for any purpose other than directly in connection with the Project and except as expressly authorized in writing by permitted hereunder. Each party agrees to take reasonable steps to protect the disclosing Party or, if the other party's Confidential Information and to ensure that such Confidential Information is the property not disclosed, distributed or used in violation of the Property Owner, provisions of this Agreement. The foregoing prohibition on disclosure of Confidential Information shall not apply to the extent certain Confidential Information is required to be disclosed by the Property Owner.receiving party as a

Confidentiality and Non-Use. In consideration of receiving Confidential Information, 10.1 Customer acknowledges its confidentiality obligations with respect to the QCP and PA agree Software (including any Software developed hereunder) as follows: a. The Parties hereby acknowledge that any Confidential Information received by either Party is the property set forth in Section 9 of the disclosing Party and the Property Owner, as applicable, and that the receiving Party shall hold confidential and not disclose License Agreement. With respect to any Personother confidential information of a party disclosed hereunder, without the prior written consent of the disclosing Party each party agrees that such information shall be deemed Confidential Infomation hereunder only if it is clearly marked or otherwise dearly designated as otherwise required by law, and if such consent is given, obtain a written commitment from such third party, all Confidential Information and any information about the Project, confidential or the terms equivalent or conditions or any other facts relating thereto, including, without limitation, the fact that discussions are taking place with respect thereto or the status thereof, or the fact that Confidential Information has been made available to the receiving Party or its Representatives; provided, however, that the Parties may disclose such Confidential Information to their Representatives and their potential or actual direct or indirect investors and potential or actual third party participants confirmed in the Project or third party assignees or transferees of all or any portion of the Project, who are actively and directly participating in the Party’s evaluation of the Project or who otherwise need to know the Confidential Information for the purpose of the Project; b. Each Party shall cause all its Representatives to observe the terms of this Agreement and shall be responsible for any breach of the terms of this Agreement by it or its Representatives; and, c. The receiving Party shall return or destroy all Confidential Information (including all copies thereof) writing as confidential within ten (10) days following oral disclosure. However, a party's Confidential Information shall not include any information that (a) is or becomes a part of receipt the public domain through no act or omission of the other party; or (b) was in the other party's lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; or (c) is lawfully disclosed to the other party by a written request made third party without restriction on disclosure; or (d) is independently developed by the other party by employees or agents without access to or other use of the party's Confidential Information. 10.2 Each party agrees, for the term of this Agreement and five years after its expiration or termination, to hold the other party's Confidential information in strict confidence, not to disclose such Confidential Information to third parties not authorized by the disclosing Partyparty to receive such Confidential Information, except for one record copy that may be maintained by the receiving Party in its legal archives. Further, the receiving Party shall delete all Confidential Information contained in electronic files. Notwithstanding the foregoing, the Parties may retain copies of any computer records and files containing Confidential Information that have been created pursuant not to their automatic electronic archiving and back-up procedures until use such computer records and files have been deleted in the ordinary course. Any copies retained as described shall be maintained as Confidential Information in accordance with the terms of this Agreement. d. In addition to the foregoing, neither Party will use the Confidential Information for any purpose other than directly in connection with the Project and except as expressly authorized permitted hereunder. Each party agrees to take all reasonable steps to protect the other party's Confidential Information to ensure that such Confidential Information is not disclosed, distributed or used in writing by violation of the disclosing Party orprovisions of this Agreement, if and shall not disclose such Confidential Information to any person who has not entered into a written agreement with such party containing provisions covering the Confidential Information that are at least as protective as those set forth herein. The foregoing prohibition on disclosure of Confidential information shall not apply to the extent certain Confidential Information is required to be disclosed by the property receiving party as a matter of law or by order of a court, provided that the receiving party uses reasonable efforts to provide the disclosing party with prior notice of such obligation to disclose and reasonably assists in obtaining a protective order therefore. 10.3 Each party recognizes that the other party has received and in the future will receive from third parties their confidential or proprietary information subject to a duty to maintain the confidentiality of such information and to use it only for certain limited purposes. Each party agrees that it owes to the other party and to such third parties, during the term of this Agreement and thereafter, a duty to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person, firm or corporation or to use it except as necessary in carrying out the provisions of this Agreement and the License Agreement. 10.4 Upon the termination of this Agreement and the License Agreement, or upon a party's earlier request, the other party shall deliver to the requesting party all of the Property Owner, by requesting party's Confidential Information in tangible form that the Property Owner.other party may have in its possession or control and certify such return in writing to the requesting party. Gigablast Representative's Initials Customer's Initials CONFIDENTIAL

Confidentiality and Non-Use. In consideration of receiving Confidential InformationDuring the Term and for three (3) years thereafter, the QCP and PA agree as follows: a. The Parties hereby acknowledge that any Confidential Information received which a Disclosing Party discloses or makes available to a Receiving Party (a) shall not be, directly or indirectly, disclosed or used by either the Receiving Party is other than solely in connection with its obligations under this Agreement, (b) shall be kept in strict confidence by the property Receiving Party to a commercially reasonable level of security, (c) shall not be reproduced by the disclosing Receiving Party and without the Property Owner, as applicableDisclosing Party’s prior consent, and that (d) shall not be disclosed by the receiving Receiving Party shall hold confidential and not disclose to any Person, other person or entity without the Disclosing Party’s prior written consent of the disclosing Party or as otherwise required by law, and if such consent is given, obtain a written commitment from such third party, all Confidential Information and any information about the Project, or the terms or conditions or any other facts relating thereto, including, without limitation, the fact that discussions are taking place with respect thereto or the status thereof, or the fact that Confidential Information has been made available to the receiving Party or its Representativesconsent; provided, however, that the Parties Receiving Party may disclose reveal such Confidential Information information to their Representatives its affiliates, officers, directors, employees, members, accountants, attorneys, agents, consultants, advisors, and their potential or actual direct or indirect investors and potential or actual third party participants in the Project or third party assignees or transferees of all or any portion of the Projectfinancing sources (collectively, its “Representatives”) who are actively and directly participating in the Party’s evaluation of the Project or who otherwise (i) need to know or be aware of the Confidential Information for in connection with the purpose Agreement, (ii) are informed of the Project; b. Each confidential nature of the Confidential Information, and (iii) are subject, as a result of their employment or engagement by the Receiving Party, to an obligation similar in nature and scope to this Agreement, which prohibits such party from disclosing the Confidential Information furnished to them in connection with this Agreement. The Receiving Party shall cause all its Representatives to observe the terms of this Agreement and shall be responsible for any breach of the terms of this Agreement by it or any of its Representatives; and, c. The receiving . Notwithstanding any other provision of this Agreement, the Receiving Party shall return or destroy all may disclose the Confidential Information to the extent required by applicable law, regulation or court order, provided that if the Receiving Party is required in any civil or criminal legal proceeding, regulatory proceeding or any similar process to disclose any part of the Confidential Information, prior to disclosure the Receiving Party shall, to the extent permitted, give prompt notice of such request to the Disclosing Party so that the Disclosing Party may seek (including all copies thereofat the Disclosing Party’s cost) within ten (10) days of receipt of a written request made by an appropriate protective order or waive the disclosing Receiving Party, except for one record copy that may be maintained by the receiving Party in its legal archives. Further, the receiving Party shall delete all Confidential Information contained in electronic files. Notwithstanding the foregoing, the Parties may retain copies of any computer records and files containing Confidential Information that have been created pursuant to their automatic electronic archiving and back-up procedures until such computer records and files have been deleted in the ordinary course. Any copies retained as described shall be maintained as Confidential Information in accordance ’s compliance with the terms provisions of this Agreement. d. In addition to the foregoing, neither Party will use the Confidential Information for any purpose other than directly in connection with the Project and as expressly authorized in writing by the disclosing Party or, if the Confidential Information is the property of the Property Owner, by the Property Owner.

Confidentiality and Non-Use. In consideration 15.1 During the term of receiving this Agreement, a Party (the “Disclosing Party”) may disclose to any other Party, its affiliates directors, officers, employees and agents (including, without limitation, legal advisors) (collectively, the “Receiving Party”) certain confidential information that the Disclosing Party considers confidential and proprietary (the “Confidential Information”). Except in performing its obligations or exercising its rights and licenses hereunder, the QCP and PA agree as follows: a. The Parties hereby acknowledge that any Receiving Party shall keep Confidential Information received confidential and such Confidential Information shall not, without the Disclosing Party’s prior written consent, be disclosed by either the Receiving Party is to any person or entity not a party to this Agreement in any manner whatsoever in whole or in part, and shall not be used by a Receiving Party. Confidential Information shall be disclosed only to the property officers of the disclosing Receiving Party, employees of the Receiving Party and third parties who need to know such Confidential Information for the Property Ownerpurposes of this Agreement. The Receiving Party hereto agrees that, as applicableunless required by applicable law or legal process, and that the receiving Party shall hold confidential and it will not disclose to any Personthird party Confidential Information, nor use such Confidential Information it receives from the Disclosing Party, for any purpose other than that contemplated under this Agreement or the Ancillary Agreements. To the extent that either Party is required to use or disclose Confidential Information to comply with Applicable Laws, each Party agrees to first provide the other Party with written notice of the proposed use or disclosure and an opportunity to review and challenge such use or disclosure. 15.2 Such Confidential Information shall not be considered confidential, nor subject of this Agreement if it: 15.2.1 Was rightfully in the possession of the Receiving Party, without obligation of secrecy, prior to the date of disclosure by the Disclosing Party to the Receiving Party; or 15.2.2 Was publicly known on or prior written consent to the date of disclosure to the Receiving Party; or 15.2.3 Becomes publicly known, except by a breach of this Agreement by the Receiving Party; or 15.2.4 Is subsequently disclosed to the Receiving Party by a third party who, to the knowledge of the disclosing Receiving Party after reasonable inquiry, did not receive it under any obligation of confidentiality to the Disclosing Party; or 15.2.5 Is developed by or as otherwise for the Receiving Party independent of the disclosures made under this Agreement. 15.3 The Disclosing Party shall not be required by law, and if such consent is given, obtain a written commitment from such third party, all Confidential Information and to disclose any information about to the Project, or other which the Disclosing Party may be legally restricted from so disclosing under the terms or conditions or of any other facts relating thereto, agreement between the Disclosing Party and third parties (including, without limitation, the fact Third Party Manufacturer). 15.4 Upon the Disclosing Party’s written request, the Receiving Party shall promptly return all of the Disclosing Party’s Confidential Information and shall destroy any material prepared (or portion thereof) which contains the Disclosing Party’s Confidential Information. Promptly thereafter, the Receiving Party shall notify the Disclosing Party in writing that discussions are taking place with respect thereto or all of the status thereof, or the fact that Disclosing Party’s Confidential Information has been made available to returned or destroyed in accordance with the receiving Party or its Representatives; providedforegoing, however, except that the Parties Receiving Party may disclose such keep one copy of the Disclosing Party’s Confidential Information to their Representatives and their potential or actual direct or indirect investors and potential or actual third party participants in the Project or third party assignees or transferees of all or any portion of the Project, who are actively and directly participating in the Party’s evaluation of the Project or who otherwise need be used only to know the Confidential Information for the purpose of the Project; b. Each Party shall cause all its Representatives to observe the terms of this Agreement and shall be responsible for any breach of the terms of this Agreement by it or its Representatives; and, c. The receiving Party shall return or destroy all Confidential Information (including all copies thereof) within ten (10) days of receipt of a written request made by the disclosing Party, except for one record copy that may be maintained by the receiving Party in its legal archives. Further, the receiving Party shall delete all Confidential Information contained in electronic files. Notwithstanding the foregoing, the Parties may retain copies of any computer records and files containing Confidential Information that have been created pursuant to their automatic electronic archiving and back-up procedures until such computer records and files have been deleted in the ordinary course. Any copies retained as described shall be maintained as Confidential Information in accordance prove compliance with the terms of this Agreement. d. In addition 15.5 Each Party shall ensure that its Affiliates, representatives and advisors comply with the confidentiality and use restrictions set forth herein. Any breach of the terms of this Article 15 by a Party’s Affiliates, representatives or advisors shall be deemed to be a breach by such Party. 15.6 The obligations set forth in this Article shall survive expiration or termination of this Agreement for a period of five (5) years. 15.7 Neither SUPERGEN nor MAYNE shall release to any third party or publish in any way any non-public information with respect to the foregoingterms of this Agreement without the prior written consent of the other Party, neither Party will use which consent shall not be unreasonably withheld or delayed; provided, that MAYNE may disclose the Confidential Information for any purpose other than directly terms of this Agreement as reasonably necessary or useful in connection with the Project development, commercialization and/or divestiture or other disposition of the Product and as expressly authorized either Party may disclose the terms of this Agreement: 15.7.1 to the extent required to comply with applicable laws, including, without limitation the rules and regulations promulgated by the United States Securities and Exchange Commission; provided, further, that prior to making any such disclosure, the Party intending to so disclose the terms of this Agreement shall provide the non-disclosing Party with written notice of the proposed disclosure and an opportunity to review and comment on the intended disclosure which is reasonable under the circumstances; or 15.7.2 to one or more third parties and/or their advisors in writing by connection with a proposed spin-off, joint venture, divestiture, merger or other similar transaction involving all, or substantially all, of the assets or business of the disclosing Party orto which this Agreement relates or to lenders, investment bankers and other financial institutions of its choice solely for purposes of financing the business operations of such Party; provided, further, that either (i) upon the written consent of the other Party or (ii) if the Confidential Information is the property of the Property Owner, by the Property Ownerdisclosing Party uses reasonable efforts to obtain a signed confidentiality agreement with such third parties with respect to such information on terms no less restrictive than those contained in this Article 15.

Confidentiality and Non-Use. In consideration (a) Each Party agrees (i) to take such steps as are reasonable and necessary to maintain the confidentiality of receiving Confidential Information, the QCP and PA agree as follows: a. The Parties hereby acknowledge that any Confidential Information received by either Party is the property of the disclosing Party and other Party, (ii) not to disclose the Property Owner, as applicable, and that the receiving Party shall hold confidential and not disclose other Party’s Confidential Information to any Person, Third Party without the prior written consent of the disclosing Party or as otherwise required by lawsuch other Party, and if (iii) to use such consent is given, obtain a written commitment from such third party, all Confidential Information and any information about only as necessary to fulfill its obligations or in the Project, or the terms or conditions or any other facts relating thereto, including, without limitation, the fact that discussions are taking place with respect thereto or the status thereof, or the fact that Confidential Information has been made available reasonable exercise of rights granted to the receiving Party or its Representativesit under this Agreement; provided, however, that the Parties foregoing obligations will not apply to information that (and such information shall not constitute Confidential Information) (A) is in possession of the receiving Party at the time of disclosure, as reasonably demonstrated by written records and without obligation of confidentiality, (B) later becomes part of the public domain through no fault of the receiving Party, (C) is received by the receiving Party without obligation of confidentiality from a Third Party with a right to such information, or (D) is developed independently by the receiving Party without use of, reference to, or reliance upon the disclosing Party’s Confidential Information by individuals who did not have access to such Confidential Information. From and after the Effective Date, the Acquired Intellectual Property shall be deemed the Confidential Information of Debiopharm, and this Agreement, the Ancillary Agreements, and all schedules and exhibits thereto shall be deemed the Confidential Information of both Parties. The Licensed Intellectual Property shall remain the Confidential Information of ImmunoGen, subject to the exceptions set forth in (A) through (D) above. A Party may disclose Confidential Information of the other Party to (x) its Affiliates, and to its and their directors, employees, consultants, contractors and agents in each case who have a specific need to know such Confidential Information and who are bound by a like obligation of confidentiality and restriction on use, and any bona fide actual or prospective collaborators, (sub)licensees, underwriters, investors, lenders or other financing sources who are obligated to keep such information confidential and not to use such information, to the extent reasonably necessary to enable such actual or prospective collaborators, underwriters, investors, lenders or other financing sources to determine their Representatives interest in, and their potential to perform obligations and exercise rights in connection with, any collaboration with, underwriting or actual direct making an investment in, or indirect investors otherwise providing financing to, the receiving Party (a “Permitted Recipient”), and potential (y) the extent such disclosure is required to comply with applicable law or actual third party participants in regulation or the Project order of a court of competent jurisdiction, to defend or third party assignees prosecute litigation or transferees of all or any portion to comply with the rules of the ProjectU.S. Securities and Exchange Commission, who are actively any stock exchange or listing entity; provided, however, that the receiving Party provides prior written notice of such disclosure to the disclosing Party, takes reasonable and directly participating in lawful actions to avoid or minimize the degree of such disclosure, and cooperates with the disclosing Party at the disclosing Party’s evaluation request in any efforts to obtain a protective order, confidentiality treatment or the like. The receiving Party shall be liable for its Permitted Recipient’s compliance with this Agreement as if such Permitted Recipient is the receiving Party. Notwithstanding any other provision of this Agreement, each Party may disclose and use Confidential Information of the Project other Party as necessary to prosecute or who defend litigation or otherwise need to know the enforce obligations under this Agreement. (b) Each Party acknowledges that Confidential Information for the purpose of the Project; b. other Party constitutes a unique and valuable asset and represents a substantial investment of time and expense. Each Party agrees that the agreements contained in this Section 7.4 are reasonable and necessary to protect the legitimate interests of the other Party and that any violation or breach of this Section 7.4 may result in irreparable injury to the other Party for which no adequate remedy would exist at law. Accordingly, in addition to any relief at law that may be available to a Party for such violation or breach and regardless of any other provision contained in this Agreement, each Party will be entitled to seek injunctive and other equitable relief restraining such violation or breach (without any requirement that such Party provide any bond or other security). (c) As to the subject matter of this Agreement, this Section 7.4 supersedes any confidential disclosure agreements between the Parties, including that certain Mutual Confidential Disclosure Agreement, dated as of [***]. Any confidential information of a Party under any such agreement relating to the subject matter of this Agreement shall cause all its Representatives be treated as Confidential Information of such Party hereunder, subject to observe the terms of this Agreement and shall be responsible for any breach of the terms of this Agreement by it or its Representatives; and, c. The receiving Party shall return or destroy all Confidential Information (including all copies thereof) within ten (10) days of receipt of a written request made by the disclosing Party, except for one record copy that may be maintained by the receiving Party in its legal archives. Further, the receiving Party shall delete all Confidential Information contained in electronic files. Notwithstanding the foregoing, the Parties may retain copies of any computer records and files containing Confidential Information that have been created pursuant to their automatic electronic archiving and back-up procedures until such computer records and files have been deleted in the ordinary course. Any copies retained as described shall be maintained as Confidential Information in accordance with the terms of this AgreementSection 7.4. d. In addition to the foregoing, neither Party will use the Confidential Information for any purpose other than directly in connection with the Project and as expressly authorized in writing by the disclosing Party or, if the Confidential Information is the property of the Property Owner, by the Property Owner.

Confidentiality and Non-Use. In consideration 4.1 Each of receiving the Parties shall: (i) not disclose and/or transfer and/or reveal the Confidential Information to any third Party; (ii) not use and/or copy and/or reproduce the Confidential Information in any fashion except as reasonably necessary to perform and exercise its rights and obligations under this Agreement; (iii) take all necessary actions, consistent with its protection of its own confidential and proprietary information (but in no event exercise less than reasonable care) to prevent unauthorized disclosure of the Confidential Information; and (iv) disclose the Confidential Information to any of its Sublicensees, personnel, employees, representatives, officers, shareholders of THM, the QCP and PA agree as follows: a. The Parties hereby acknowledge that any Confidential Information received by either Party is the property management of the disclosing Party Hospital and/or the management of the Fund and advisors (the Property Owner"PERMITTED PERSONNEL") on a need-to-know basis, provided that each of the above is bound by a written undertaking of confidentiality and non-use with terms which are at least as applicablerestricting as those specified herein, all during the period of this Agreement and for a term of seven (7) years following its term or termination. For the removal of doubt, it is hereby clarified that the receiving Party shall hold confidential be responsible and not disclose liable to any Person, without the prior written consent of the disclosing Party or as otherwise required by law, and if such consent is given, obtain a written commitment from such third party, all Confidential Information and any information about the Project, or the terms or conditions or any other facts relating thereto, including, without limitation, the fact that discussions are taking place with respect thereto or the status thereof, or the fact that Confidential Information has been made available to the receiving Party or its Representatives; provided, however, that the Parties may disclose such Confidential Information to their Representatives and their potential or actual direct or indirect investors and potential or actual third party participants in the Project or third party assignees or transferees of all or any portion of the Project, who are actively and directly participating in the Party’s evaluation of the Project or who otherwise need to know the Confidential Information for the purpose of the Project; b. Each Party shall cause all its Representatives to observe the terms of this Agreement and shall be responsible for any breach of the terms above obligation of this Agreement confidentiality being committed by it or its Representatives; and, c. The the Permitted Personnel as if such breach was committed by the receiving Party itself. This above restriction of confidentiality shall return or destroy all not apply to Confidential Information which: (including all copies thereofi) within ten is or becomes public domain through no act or omission of the receiving Party; and/or (10ii) days was lawfully obtained by the receiving Party from another source; and/or (iii) was already known to the receiving Party, other than under an obligation of receipt confidentiality, at the time of a written request made disclosure by the disclosing Party, except for one record copy that may be maintained as evidenced in written records; and/or (iv) was independently discovered or developed by the receiving Party without the use of Confidential Information of the disclosing Party; and/or (v) is required to be disclosed pursuant to any statute, regulation, order, subpoena or document discovery request, provided that prior written notice of such disclosure is furnished to the disclosing Party as soon as practicable in its legal archives. Furtherorder to afford the disclosing Party an opportunity to seek a protective order (it being agreed that if the disclosing Party is unable to obtain or does not seek a protective order and the receiving Party is legally compelled to disclose such information, disclosure of such information may be made without liability provided however in such event the receiving Party shall delete all Confidential Information contained in electronic files. Notwithstanding the foregoing, the Parties may retain copies furnish only that portion of any computer records and files containing Confidential Information that have been created pursuant to their automatic electronic archiving and back-up procedures until such computer records and files have been deleted in the ordinary course. Any copies retained as described shall be maintained as Confidential Information in accordance with the terms of this Agreement. d. In addition to the foregoing, neither Party will use the Confidential Information which is legally required, and shall exercise all efforts required to obtain confidential treatment for any purpose other than directly such information). 4.2 The Company undertakes to avoid using the name of the Fund, the Hospital, the Licensor and/or their employees, representatives and agents in its commercial publications or in connection with the Project Licensed Information and/or the Products, without THM's prior written consent. Notwithstanding the aforesaid, the Company may disclose such details to the OCS, potential investors, purchasers and/or merger or acquisition partners, provided that such parties, to the extent commercially reasonable, are bound by confidentiality and as expressly authorized in writing non-use obligations no less favorable than those set forth herein. Furthermore, the Company may disclose such details when required to do so by the disclosing Party or, if the Confidential Information is the property of the Property Owner, by the Property Ownerrelevant law or regulation.

Confidentiality and Non-Use. In consideration of receiving Any proprietary or confidential information relating to the Technology, Patent Rights, Know-how (including but not limited to patent prosecution documents relating to Patent Rights), reports and records provided under Article 7, and any other reasonably confidential or proprietary information concerning a party’s business or technology disclosed to the other party under this Agreement collectively constitute the “Confidential Information, the QCP and PA agree as follows: a. The Parties hereby acknowledge that any Confidential Information received by either Party is the property of the disclosing Party and the Property Owner, as applicable, and that the receiving Party shall hold confidential and not disclose .” No party to any Person, without the prior written consent of the disclosing Party or as otherwise required by law, and if such consent is given, obtain a written commitment from such third party, all Confidential Information and any information about the Project, or the terms or conditions or any other facts relating thereto, including, without limitation, the fact that discussions are taking place with respect thereto or the status thereof, or the fact that Confidential Information has been made available to the receiving Party or its Representatives; provided, however, that the Parties may disclose such Confidential Information to their Representatives and their potential or actual direct or indirect investors and potential or actual third party participants in the Project or third party assignees or transferees of all or any portion of the Project, who are actively and directly participating in the Party’s evaluation of the Project or who otherwise need to know the Confidential Information for the purpose of the Project; b. Each Party shall cause all its Representatives to observe the terms of this Agreement and shall be responsible for any breach of the terms of this Agreement by it or its Representatives; and, c. The receiving Party shall return or destroy all Confidential Information (including all copies thereof) within ten (10) days of receipt of a written request made by the disclosing Party, except for one record copy that may be maintained by the receiving Party in its legal archives. Further, the receiving Party shall delete all Confidential Information contained in electronic files. Notwithstanding the foregoing, the Parties may retain copies of any computer records and files containing Confidential Information that have been created pursuant to their automatic electronic archiving and back-up procedures until such computer records and files have been deleted in the ordinary course. Any copies retained as described shall be maintained as Confidential Information in accordance with the terms of this Agreement. d. In addition to the foregoing, neither Party will use the Confidential Information for any purpose other unrelated to the exercise of their rights or fulfillment of their obligations under this Agreement, and will hold it in confidence during the Term and for a period of five (5) years after the termination or expiration date of this Agreement. Each party shall exercise with respect to such the Confidential Information the same degree of care as the party exercises with respect to its own confidential or proprietary information of a similar nature, but in no event less than directly reasonable care, and shall not disclose it or permit its disclosure to any Third Party (except to those of its employees, consultants, or agents who are bound by a substantially similar obligation of confidentiality of this Agreement). However, such undertaking of confidentiality shall not apply to any information or data which: 15.1.1 The receiving party receives without obligation of confidentiality at any time from a third-party lawfully in connection with possession of same and having the Project and right to disclose same; 15.1.2 is, as expressly authorized of the date of this Agreement, in writing the public domain, or subsequently enters the public domain through no fault of the receiving party; 15.1.3 is independently developed by the receiving party as demonstrated by written evidence without reference to or benefit of information disclosed to the receiving party by the disclosing Party party; 15.1.4 is disclosed pursuant to the prior written approval of the disclosing party; or 15.1.5 is required to be disclosed pursuant to Applicable Law or legal process (including, if without limitation, to a governmental authority) provided that recipient will (i) give prior written notice of such required disclosure to the other party, to the extent reasonably practicable, (ii) give reasonable assistance to the other party, as requested thereby, seeking confidential or protective treatment thereof, and (iii) only disclose such Confidential Information is to the property of the Property Owner, extent required by the Property Ownersuch Applicable Law or legal process.

Confidentiality and Non-Use. In consideration of receiving Any information that is disclosed by a Party to the other Party under this Agreement, that is marked as “CONFIDENTIAL”, and that directly relates to the Licensed Product shall be deemed the “Confidential Information, the QCP and PA agree as follows: a. The Parties hereby acknowledge that any Confidential Information received by either Party is the property ” of the disclosing Party. Each Party covenants and agrees that it will use the Property Owner, as applicableConfidential Information of the other Party solely for performing its obligations, and exercising its rights, under this Agreement and shall not use any such Confidential Information for any other purpose unrelated to this Agreement. Further, each Party covenants and agrees that it will hold all of the other Party’s Confidential Information in confidence, and shall not disclose same to any Third Party, during the Term and for a period of five (5) years after the termination or expiration of this Agreement. Each Party shall exercise, with respect to the Confidential Information of the other Party, the same degree of care as the Party exercises with respect to its own confidential or proprietary information of a similar nature, but in any event no less than reasonable care, and shall not disclose such Confidential Information of the other Party or permit its disclosure to any Third Party (except to those of its employees, consultants, or agents who are bound by the same obligation of confidentiality of this Agreement). However, the foregoing undertakings of non-use and confidentiality shall not apply to any specific Confidential Information of a disclosing Party that the receiving Party shall hold confidential can demonstrate: (a) the receiving Party receives at any time from a third-party lawfully in possession of same and not having the right to disclose same; (b) is, as of the date of this Agreement, in the public domain, or subsequently enters the public domain through no fault of the receiving Party; (c) is independently developed by the receiving Party as demonstrated by written evidence without reference or access to any Person, without Confidential Information disclosed to the receiving Party by the disclosing Party; or (d) is disclosed pursuant to the prior written consent approval of the disclosing Party. Further, notwithstanding the foregoing, a Party or as otherwise required by law, and if such consent is given, obtain a written commitment from such third party, all may disclose specific Confidential Information and any information about of the Project, other Party to the extent that such disclosure is required pursuant to Applicable Law or the terms or conditions or any other facts relating thereto, legal process (including, without limitation, to a Governmental Authority) provided, in the fact that discussions are taking place with respect thereto or case of disclosure pursuant to legal process, reasonable prior notice of the status thereof, or the fact that Confidential Information has been made available impending disclosure is provided to the receiving Party or its Representatives; provided, however, that the Parties may disclose such Confidential Information to their Representatives and their potential or actual direct or indirect investors and potential or actual third party participants in the Project or third party assignees or transferees of all or any portion of the Project, who are actively and directly participating in the Party’s evaluation of the Project or who otherwise need to know the Confidential Information for the purpose of the Project; b. Each Party shall cause all its Representatives to observe the terms of this Agreement and shall be responsible for any breach of the terms of this Agreement by it or its Representatives; and, c. The receiving Party shall return or destroy all Confidential Information (including all copies thereof) within ten (10) days of receipt of a written request made by the non-disclosing Party, except for one record copy that may be maintained by the receiving Party in its legal archives. Further, the receiving Party shall delete all Confidential Information contained in electronic files. Notwithstanding the foregoing, the Parties may retain copies of any computer records and files containing Confidential Information that have been created pursuant to their automatic electronic archiving and back-up procedures until such computer records and files have been deleted in the ordinary course. Any copies retained as described shall be maintained as Confidential Information in accordance with the terms of this Agreement. d. In addition to the foregoing, neither Party will use the Confidential Information for any purpose other than directly in connection with the Project and as expressly authorized in writing by the disclosing Party or, if the Confidential Information is the property of the Property Owner, by the Property Owner.

Confidentiality and Non-Use. In consideration of receiving Confidential Information, the QCP and PA agree Section 6.01. Except as follows: a. The Parties hereby acknowledge that any Confidential Information received by either Party is the property of the disclosing Party and the Property Owner, as applicable, and that the receiving Party shall hold confidential and not disclose to any Person, without the prior written consent of the disclosing Party or as otherwise required by law, and if such consent is given, obtain a written commitment from such third partyprovided in Section 6.02, all Confidential Information and any proprietary information about provided to either party (the Project"Receiving Party") by the other party or its designated representatives (the "Disclosing Party") in connection with the Services, or the terms or conditions or any other facts relating thereto, including, including without limitation, the fact Lilly Proprietary Materials and Company Proprietary Materials (as such terms are defined in Sections 7.01 and 7.02, below), will be kept in confidence and not used for any purpose not expressly provided for in this Agreement for at least [*****] after the termination or conclusion of the Services, except to the extent that discussions are taking place with respect thereto the Disclosing Party gives written permission or particular information is required by laws or regulations to be disclosed to local regulatory agencies or the status thereofFDA. To the extent disclosure is requested by any other person or entity, the Receiving Party shall promptly notify the Disclosing Party and shall not disclose any information without the Disclosing Party's prior written consent. If such disclosure is sought by a third party under a claim of legal right, the Receiving Party will reasonably cooperate with the Disclosing Party in the event Disclosing Party wishes to take legal action to challenge such claim or the fact that Confidential Information has been made available to the receiving Party or its Representativesdisclosure; provided, however, the Receiving Party in no event shall be obligated to defy any law, regulation or judicial or governmental order. Company and Lilly shall each be responsible for ensuring that its employees, contractors and agents are obligated to these same terms of confidentiality and non-use. The terms of confidentiality and non-use set forth herein shall apply to tangible materials delivered, and proprietary information that is orally or visually conveyed, by either party or its designated representatives to the Parties may disclose such Confidential Information other party under this Agreement. The terms shall also supersede any prior terms of confidentiality and non-use agreed to their Representatives and their potential or actual direct or indirect investors and potential or actual third party participants by the parties in connection with the Project or third party assignees or transferees of all or any portion of the Project, who are actively and directly participating in the Party’s evaluation of the Project or who otherwise need to know the Confidential Information for the purpose of the Project; b. Each Party shall cause all its Representatives to observe the Services. The terms of this Agreement shall also be considered confidential information and shall may be responsible for any breach disclosed only to the extent required by law or as permitted in Section 11.01(2). The foregoing obligations of confidentiality and non-use will not apply to information that: (1) is or later becomes part of the terms of this Agreement public domain other than through the Receiving Party's act or omission; (2) was known by it or its Representatives; and, c. The receiving Receiving Party shall return or destroy all Confidential Information (including all copies thereof) within ten (10) days of receipt of a written request made prior to disclosure by the disclosing PartyDisclosing Party or becomes known from an independent source or third party under no obligation to the Disclosing Party or any other third party to keep such information confidential, except for one record copy that may as can be maintained shown by prior written documentation; or (3) is independently developed, as shown by written documentation, by the receiving Party in its legal archives. Further, Receiving Party's personnel who have not had access to such confidential information provided by the receiving Party shall delete all Confidential Information contained in electronic filesDisclosing Party. Section 6.02. Notwithstanding the foregoingforegoing Section 6.01, Company may use the data and results of the Research Projects to develop and commercialize Triapine. In connection with such right, Company may disclose such data and results to potential collaboration partners or to any potential acquirer, merger partner or potential provider of financing and their advisors; provided, the Parties may retain copies recipient of any computer records such data and files containing Confidential Information that have been created pursuant to their automatic electronic archiving and back-up procedures until such computer records and files have been deleted results enters into confidentiality undertakings no less restrictive than those contained in the ordinary course. Any copies retained as described shall be maintained as Confidential Information in accordance with the terms of this Agreement. d. In addition to the foregoing, neither Party will use the Confidential Information for any purpose other than directly in connection with the Project and as expressly authorized in writing by the disclosing Party or, if the Confidential Information is the property of the Property Owner, by the Property Owner.