Common use of Confidentiality; Exceptions Clause in Contracts

Confidentiality; Exceptions. (a) “Confidential Information of a party shall mean all reports, data and information disclosed by such party to another party, which is (i) in writing and marked “CONFIDENTIAL” or “PROPRIETARY or marked with words of similar import, or (ii) disclosed through oral, visual, or other non-written means, identified as confidential or proprietary at the time of initial disclosure, and summarized and confirmed as confidential or proprietary in writing to the receiving party within thirty (30) days of such disclosure. Any markings, stamps, or legends identifying confidential information shall not impose any obligations on either party inconsistent with this agreement. Any copies of the information made by the receiving party shall reproduce the confidential markings and any other legends contained on such information. (b) Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, during the term of this Agreement and for five years thereafter, the receiving Party, its Affiliates, its licensees and its Sublicensees shall keep, and shall ensure that their respective employees, officers, directors and trustees shall keep, completely confidential and shall not publish or otherwise disclose and shall not use any Confidential Information for any purpose other than carrying out the obligations of the receiving Party under this Agreement except to the extent that it can be established by the receiving Party by competent proof in the form of written records maintained by the receiving Party that such information: (i) was already known to the receiving Party, other than under an obligation of confidentiality, at the time of disclosure by the disclosing Party; (ii) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (iii) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; or (iv) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a third party who had no obligation to the disclosing Party not to disclose such information to others.

Confidentiality; Exceptions. (a) “Confidential Information of a party shall mean all reportsExcept as required by law, data and information disclosed by such party to another partyrule or regulation, which is (i) in writing and marked “CONFIDENTIAL” or “PROPRIETARY or marked with words of similar import, or (ii) disclosed through oral, visual, or other non-written means, identified as confidential or proprietary at the time of initial disclosure, and summarized and confirmed as confidential or proprietary in writing to the receiving party within thirty (30) days of such disclosure. Any markings, stamps, or legends identifying confidential information shall not impose any obligations on either party inconsistent with this agreement. Any copies of the information made by the receiving party shall reproduce the confidential markings and any other legends contained on such information. (b) Except to the extent expressly authorized by this Agreement or otherwise agreed to in writing, the Parties agree that, during for the term of this Agreement and for five ten (10) years thereafter, the receiving Party, its Affiliates, its licensees and its Sublicensees Party shall keep, and shall ensure that their respective employees, officers, directors and trustees shall keep, keep completely confidential and shall not publish or otherwise disclose and shall not use any Confidential Information for any purpose other than carrying out proper performance hereunder any information furnished to it by the obligations of the receiving other Party under pursuant to this Agreement Agreement, except to the extent that it can be established by the receiving Party by competent proof in the form of written records maintained by the receiving Party that such information: : (ia) was already known to the receiving Party, other than under an obligation of confidentiality, at the time of disclosure by the disclosing other Party; ; (iib) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; ; (iiic) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; or ; (ivd) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a third party Third Party who had no obligation to the disclosing Party not to disclose such information to others; or (e) was independently developed by or for the receiving Party by persons not having access to such information, as determined by the written records of such party. Each Party may disclose the other's information to the extent such disclosure is reasonably necessary in filing or prosecuting Patents, prosecuting or defending litigation, complying with applicable governmental regulations, undertaking basic research with outside collaborators, or conducting preclinical or clinical trials provided that if a Party is required by law to make any such disclosure of the other Party's secret or confidential information it will, except where impracticable for necessary disclosures, for example to Third Parties conducting studies or to health authorities, give reasonable advance notice to the other Party of such disclosure requirement and, except to the extent inappropriate in the case of patent applications, will use its best efforts to secure confidential treatment of such information required to be disclosed.

Confidentiality; Exceptions. (a) “Confidential Information of a party shall mean all reports, data and information disclosed by such party to another party, which is (i) in writing and marked “CONFIDENTIAL” or “PROPRIETARY or marked with words of similar import, or (ii) disclosed through oral, visual, or other non-written means, identified as confidential or proprietary at the time of initial disclosure, and summarized and confirmed as confidential or proprietary in writing to the receiving party within thirty (30) days of such disclosure. Any markings, stamps, or legends identifying confidential information shall not impose any obligations on either party inconsistent with this agreement. Any copies of the information made by the receiving party shall reproduce the confidential markings and any other legends contained on such information. (b) Except to the extent expressly authorized by this Agreement Article 11 or otherwise agreed in writing, the Parties agree each Party hereby agrees that, during the term of this Agreement Term and for five (5) years thereafter, the receiving Party, its Affiliates, its licensees and its Sublicensees it shall keep, and shall ensure that their respective employees, officers, directors and trustees shall keep, completely keep confidential and shall not publish or otherwise disclose and shall not or use any Confidential Information for any purpose other than carrying out as explicitly provided for in this Agreement any confidential and proprietary information or materials, patentable or otherwise, in any form (written, oral, photographic, electronic, magnetic, or otherwise) which is disclosed to it by the obligations of the receiving other Party or otherwise received or accessed by a Party under this Agreement except [***], including any trade secrets, know-how, Product specifications, formulae, processes, techniques and information relating to a Party’s past, present and future marketing, financial, and research and development activities for any product of the other Party and the pricing thereof (collectively, “Confidential Information”). Notwithstanding the foregoing, any Confidential Information that constitutes a trade secret shall not be subject to such five (5) year term, but shall continue to be subject to the extent that it can obligations of confidentiality and non-use set forth in this Agreement for as long as such Confidential Information remains a trade secret under New York law (including New York’s version of the Uniform Trade Secrets Act if and when adopted). The terms and conditions of this Agreement shall be established deemed to be Confidential Information of each Party. In addition, and notwithstanding the foregoing, if, under Article 8 (INTELLECTUAL PROPERTY AND INVENTIONS), Information relating specifically to Inventions and discoveries are to be owned by one Party, such Information shall be deemed to be Confidential Information of such Party, even if such Information is initially generated and disclosed by the receiving other Party. Notwithstanding the foregoing, Confidential Information shall not include that portion of Information or materials that a Party can demonstrate by competent proof in the form of contemporaneous written records maintained by the receiving Party that such information: records: (ia) was is already lawfully known to the receiving such Party, other than under an obligation of confidentiality, confidentiality at the time of disclosure by the disclosing other Party as evidenced by written records kept in the ordinary course of business, or other documentary proof of actual use by such Party; ; (iib) was is generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving such Party; ; (iiic) became becomes generally available to the public or otherwise part of the public domain after its disclosure to such Party and other than through any act or omission of the receiving such Party or its Affiliates in breach violation of this Agreement; (d) is independently developed by such Party as demonstrated by documented evidence prepared contemporaneously with such independent development; or or (ive) was is lawfully disclosed to the receiving such Party, other than under an obligation of confidentiality, by a third party Third Party who had no obligation to the disclosing Party not to disclose such information to others. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Confidentiality; Exceptions. (a) “Confidential Information of a party shall mean all reports, data and information disclosed by such party to another party, which is (i) in writing and marked “CONFIDENTIAL” or “PROPRIETARY or marked with words of similar import, or (ii) disclosed through oral, visual, or other non-written means, identified as confidential or proprietary at the time of initial disclosure, and summarized and confirmed as confidential or proprietary in writing to the receiving party within thirty (30) days of such disclosure. Any markings, stamps, or legends identifying confidential information shall not impose any obligations on either party inconsistent with this agreement. Any copies of the information made by the receiving party shall reproduce the confidential markings and any other legends contained on such information. (b) Except to the extent expressly authorized by this Agreement or otherwise agreed by the Parties in writing, during the Term and for [*****] years thereafter, the Parties agree that, during the term of this Agreement and for five years thereafter, that the receiving Party, its Affiliates, its licensees and its Sublicensees Party shall keep, and shall ensure that their respective employees, officers, directors and trustees shall keep, completely keep confidential and shall not publish or otherwise disclose and shall not or use any Confidential Information for any purpose other than carrying out the obligations of the receiving Party under as provided for in this Agreement except any Confidential Information furnished to it by the other Party pursuant to this Agreement. For clarity, Confidential Information of a Party shall include all information and materials disclosed by such Party or its designee that (a) if disclosed in writing or other tangible form, is marked as “Confidential,” “Proprietary” or with similar designation at the time of disclosure, (b) if disclosed verbally or in other intangible form, is indicated upon first disclosure as being confidential or (c) by its nature can reasonably be expected to be considered Confidential Information by the recipient. Notwithstanding the foregoing, Confidential Information shall not be deemed to include information or materials to the extent that it can be established by the receiving Party by competent proof in the form of written records maintained documentation by the receiving Party that such information: information or material: (ia) was already known to or possessed by the receiving Party, other than under an obligation of confidentialityconfidentiality (except to the extent such obligation has expired or an exception is applicable under the relevant agreement pursuant to which such obligation established), at the time of disclosure by the disclosing Party; disclosure; (iib) was generally available to the public or otherwise part of the public domain at the time of its first disclosure to the receiving Party; ; (iiic) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; (d) was independently developed by the receiving Party as demonstrated by documented evidence prepared contemporaneously with such independent development; or or (ive) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a third party Third Party who had no obligation to the disclosing Party not to disclose such information to others.

Confidentiality; Exceptions. (a) “Confidential Information of a party shall mean all reports, data and information disclosed by such party to another party, which is (i) in writing and marked “CONFIDENTIAL” or “PROPRIETARY or marked with words of similar import, or (ii) disclosed through oral, visual, or other non-written means, identified as confidential or proprietary at the time of initial disclosure, and summarized and confirmed as confidential or proprietary in writing to the receiving party within thirty (30) days of such disclosure. Any markings, stamps, or legends identifying confidential information shall not impose any obligations on either party inconsistent with this agreement. Any copies of the information made by the receiving party shall reproduce the confidential markings and any other legends contained on such information. (b) Except to the extent expressly authorized by this Agreement Agreement, and except as provided in Section 6.2, or otherwise agreed in writing, the Parties agree thatparties shall, during for the term of this Agreement and for five (5) years thereafter, the receiving Party, its Affiliates, its licensees and its Sublicensees shall keep, and shall ensure that their respective employees, officers, directors and trustees shall keep, completely keep confidential and shall not publish or otherwise disclose and shall not disclose, or use for any purpose, any Confidential Information for any purpose furnished to one party by the other than carrying out the obligations of the receiving Party under party pursuant to this Agreement Agreement, except to the extent that it can be established by the receiving Party by competent proof in the form of written records maintained by the receiving Party evidence that such information: Confidential Information: (ia) was already known to the receiving Partyparty, other than under an obligation of confidentiality, at the time of disclosure by the disclosing Party; other party; (iib) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; party; (iiic) became generally available to the public or became otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party party in breach of this Agreement; or ; (ivd) was disclosed to the receiving Partyparty, other than under an obligation of confidentiality, by a third party who had no obligation to the disclosing Party party not to disclose such information Confidential Information to others; or (e) is independently developed by or on behalf of the receiving party by individuals not having access to such Confidential Information. Each party may disclose the other's Confidential Information to the extent such disclosure is reasonably necessary in filing or prosecuting patent applications, prosecuting or defending litigation, or is necessary to be disclosed in connection with the marketing or sale of a Product or is necessary to be disclosed to comply with applicable governmental regulations; provided, however, that if a party is required to make any such disclosure of the other party's Confidential Information it shall, except where impracticable for necessary disclosures, for example to health authorities, give reasonable advance notice to the other party of such disclosure requirement and, except to the extent inappropriate in the case of patent applications, shall use reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed.

Confidentiality; Exceptions. (a) “Confidential Information of a party shall mean all reports, data and information disclosed by such party to another party, which is (i) in writing and marked “CONFIDENTIAL” or “PROPRIETARY or marked with words of similar import, or (ii) disclosed through oral, visual, or other non-written means, identified as confidential or proprietary at the time of initial disclosure, and summarized and confirmed as confidential or proprietary in writing to the receiving party within thirty (30) days of such disclosure. Any markings, stamps, or legends identifying confidential information shall not impose any obligations on either party inconsistent with this agreement. Any copies of the information made by the receiving party shall reproduce the confidential markings and any other legends contained on such information. (b) Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, during the term of this Agreement and for five years thereafter, that the receiving Party (the “Receiving Party, its Affiliates, its licensees and its Sublicensees ”) shall keep, and shall ensure that their respective employees, officers, directors and trustees shall keep, completely keep confidential and shall not publish or otherwise disclose and shall not or use any Confidential Information for any purpose other than carrying out as provided for in this Agreement any Know-How in any form (whether written, oral, graphic, photographic, electronic, magnetic, or otherwise) that is disclosed to the obligations Receiving Party by the other Party (the “Disclosing Party”) directly, or indirectly in the course of the receiving Party Receiving Party’s performing its obligations or exercising its rights under this Agreement except (collectively, “Confidential Information”). Notwithstanding anything to the contrary in this Agreement, (a) any Regulatory Documentation relating to the Licensed Antibody or Licensed Products shall be deemed to be the Confidential Information of Kolltan (and not MedImmune), (b) any MedImmune Know-How, MedImmune Additional Know-How and Joint Know-How shall be deemed to be the Confidential Information of each Party and (c) subject to Section 8.3, the terms of this Agreement shall be deemed to be the Confidential Information of each Party. Notwithstanding the foregoing, the restrictions set forth in the first sentence of this Section 8.1 shall not apply to Confidential Information of the Disclosing Party to the extent that it can be established by the receiving Party by competent proof in the form of written records maintained by the receiving Receiving Party that such information: (i) Confidential Information: 8.1.1 was already known in the lawful knowledge and possession of the Receiving Party prior to the receiving time it was disclosed to, or learned by, the Receiving Party pursuant to this Agreement, or was otherwise developed independently by the Receiving Party, as evidenced by written records kept in the ordinary course of business, or other than under an obligation documentary proof of confidentiality, at the time of disclosure actual use by the disclosing Receiving Party; (ii) ; 8.1.2 was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Receiving Party; (iii) ; 8.1.3 became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Receiving Party in breach of this Agreement; or (iv) or 8.1.4 was disclosed to the receiving Receiving Party, other than under an obligation of confidentiality, by a third party Third Party who had no obligation to the disclosing Disclosing Party not to disclose such information to others.

Confidentiality; Exceptions. (a) “Confidential Information During and after the term of a party shall mean all reportsthis Agreement, data and information disclosed by such party to another party, which is (i) in writing and marked “CONFIDENTIAL” or “PROPRIETARY or marked with words of similar import, or (ii) disclosed through oral, visual, or other non-written means, identified as confidential or proprietary at the time of initial disclosure, and summarized and confirmed as confidential or proprietary in writing to the receiving party within thirty (30) days of such disclosure. Any markings, stamps, or legends identifying confidential information shall not impose any obligations on either party inconsistent with this agreement. Any copies of the information made by the receiving party shall reproduce the confidential markings and any other legends contained on such information. (b) Except except to the extent expressly authorized by this Agreement or otherwise agreed by the parties in writing, the Parties parties agree that, during the term of this Agreement and for five years thereafter, that the receiving Party, its Affiliates, its licensees and its Sublicensees party shall keep, and shall ensure that their respective employees, officers, directors and trustees shall keep, completely keep confidential and shall not publish or otherwise disclose and shall not or use any Confidential Information for any purpose other than carrying out the obligations of the receiving Party under as provided for in this Agreement except any confidential or proprietary information or materials furnished to it by the other party pursuant to this Agreement (collectively, “Confidential Information”). The terms and conditions of this Agreement shall be the Confidential Information of both parties and, for clarity, any data, information, or know-how provided by a party pursuant to Section 3.3 shall be the Confidential Information of such party. Notwithstanding the foregoing, Confidential Information shall not be deemed to include information or materials to the extent that it can be established by the receiving Party by competent proof in the form of written records maintained documentation by the receiving Party party that such information: information or material (ia) was already known to or possessed by the receiving Party, other than under an party without any obligation of confidentiality, at the time of its disclosure by to the disclosing Partyreceiving party hereunder; (iib) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Partyparty hereunder; (iiic) became generally available to the public or otherwise part of the public domain after its disclosure and to the receiving party hereunder other than through any act or omission of the receiving Party party in breach of this Agreement; (d) was independently developed by the receiving party without use of or reference to the other party’s Confidential Information as demonstrated by documented evidence prepared by the receiving party contemporaneously with such independent development; or (ive) was disclosed to the receiving Partyparty, other than under an obligation of confidentiality, by a third party who had no obligation to the disclosing Party party not to disclose such information to others.

Confidentiality; Exceptions. (a) “Confidential Information of a party shall mean all reports, data and information disclosed by such party to another party, which is (i) in writing and marked “CONFIDENTIAL” or “PROPRIETARY or marked with words of similar import, or (ii) disclosed through oral, visual, or other non-written means, identified as confidential or proprietary at the time of initial disclosure, and summarized and confirmed as confidential or proprietary in writing to the receiving party within thirty (30) days of such disclosure. Any markings, stamps, or legends identifying confidential information shall not impose any obligations on either party inconsistent with this agreement. Any copies of the information made by the receiving party shall reproduce the confidential markings and any other legends contained on such information. (b) Except to the extent expressly authorized by this Agreement or otherwise agreed by the Parties in writing, the Parties agree that, during the term of this Agreement and for five years thereafter[***] thereafter and, with respect to any Confidential Information that is Know-How Controlled by Selecta and related to the Manufacture of any Licensed Particle, for so long as such Confidential Information remains a trade secret, the Parties agree that the receiving Party, its Affiliates, its licensees and its Sublicensees Party shall keep, and shall ensure that their respective employees, officers, directors and trustees shall keep, completely keep confidential and shall not publish or otherwise disclose and shall not or use any Confidential Information for any purpose other than carrying out the obligations of the receiving Party under as provided for in this Agreement except any Confidential Information furnished to it by the other Party pursuant to this Agreement. For clarity, Confidential Information of a Party shall include all information and materials disclosed by such Party or its designee that (x) if disclosed in writing or other tangible form, is marked as “Confidential,” “Proprietary” or with similar designation at the time of disclosure, (y) if disclosed verbally or in other intangible form, is indicated upon first disclosure as being confidential or (z) by its nature can reasonably be expected to be considered Confidential Information by the recipient. Notwithstanding the foregoing, Confidential Information shall not be deemed to [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions include information or materials to the extent that it can be established by the receiving Party by competent proof in the form of written records maintained documentation by the receiving Party that such information: information or material: (ia) was already known to or possessed by the receiving Party, other than under an obligation of confidentialityconfidentiality (except to the extent such obligation has expired or an exception is applicable under the relevant agreement pursuant to which such obligation established), at the time of disclosure by the disclosing Party; disclosure; (iib) was generally available to the public or otherwise part of the public domain at the time of its first disclosure to the receiving Party; ; (iiic) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; (d) was independently developed by the receiving Party as demonstrated by documented evidence prepared contemporaneously with such independent development; or or (ive) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a third party Third Party who had no obligation to the disclosing Party not to disclose such information to others.

Confidentiality; Exceptions. (a) “Confidential Information of a party shall mean all reports, data and information disclosed by such party to another party, which is (i) in writing and marked “CONFIDENTIAL” or “PROPRIETARY or marked with words of similar import, or (ii) disclosed through oral, visual, or other non-written means, identified as confidential or proprietary at the time of initial disclosure, and summarized and confirmed as confidential or proprietary in writing to the receiving party within thirty (30) days of such disclosure. Any markings, stamps, or legends identifying confidential information shall not impose any obligations on either party inconsistent with this agreement. Any copies of the information made by the receiving party shall reproduce the confidential markings and any other legends contained on such information. (b) Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, during for the term of this Agreement and for five three (3) years thereafterthereafter (but in no event less than ten (10) years from the Effective Date), the receiving Party, its Affiliates, its licensees and its Sublicensees Party shall keep, and shall ensure that their respective employees, officers, directors and trustees shall keep, keep completely confidential and shall not publish or otherwise disclose and shall not use any Confidential Information for any purpose other than carrying out proper performance hereunder any information furnished to it by the obligations of the receiving other Party under pursuant to this Agreement Agreement, except to the extent that it can be established by the receiving Party by competent proof in the form of written records maintained by the receiving Party that such information: : (ia) was already known to the receiving Party, other than under an obligation of confidentiality, at the time of disclosure by the disclosing other Party; ; (iib) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; ; (iiic) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; or ; (ivd) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a third party Third Party who had no obligation to the disclosing Party not to disclose such information to others; or (e) was independently developed by or for the receiving Party by persons not having access to such information, as determined by the written records of such party. Each Party may disclose the other's information to the extent such disclosure is reasonably necessary in filing or prosecuting Patents, prosecuting or defending litigation, complying with applicable governmental regulations (including federal and state securities laws, rules and regulations) or undertaking basic research with outside collaborators, provided that if a Party is required by law to make any such disclosure of the other Party's secret or confidential information it will, except where impracticable for necessary disclosures, give reasonable advance notice to the other Party of such disclosure requirement and, except to the extent inappropriate in the case of patent applications, will use its best efforts to secure confidential treatment of such information required to be disclosed.

Confidentiality; Exceptions. (a) “Confidential Information of a party shall mean all reports, data and information disclosed by such party to another party, which is (i) in writing and marked “CONFIDENTIAL” or “PROPRIETARY or marked with words of similar import, or (ii) disclosed through oral, visual, or other non-written means, identified as confidential or proprietary at the time of initial disclosure, and summarized and confirmed as confidential or proprietary in writing to the receiving party within thirty (30) days of such disclosure. Any markings, stamps, or legends identifying confidential information shall not impose any obligations on either party inconsistent with this agreement. Any copies of the information made by the receiving party shall reproduce the confidential markings and any other legends contained on such information. (b) Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, during the term of this Agreement and for five years thereafter, that the receiving Party, its Affiliates, its licensees and its Sublicensees Party shall keep, and shall ensure that their respective employees, officers, directors and trustees shall keep, completely keep confidential and shall not publish or otherwise disclose and shall not or use any Confidential Information for any purpose other than carrying out the obligations of the receiving Party under as provided for in this Agreement any Information and other confidential and proprietary information and materials furnished to it by the other Party pursuant to this Agreement or any Information developed during the term of this Agreement (collectively, “Confidential Information”), except to the extent that it can be established by the receiving Party by competent proof in the form of written records maintained by the receiving Party that such information: Confidential Information: (i) was already known in the lawful knowledge and possession of the receiving Party or its Affiliates prior to the time it was disclosed to, or learned by, the receiving Party, other than under an obligation of confidentiality, at the time of disclosure or was otherwise developed independently by the disclosing receiving Party; , as evidenced by written records kept in the ordinary course of business, or other documentary proof of actual use by the receiving Party; (ii) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; ; (iii) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; or or (iv) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a third party Third Party who had no obligation to the disclosing Party not to disclose such information to others. Specific aspects or details of Confidential Information shall not be deemed to be within the public domain or in the possession of the receiving Party merely because the Confidential Information is embraced by more general information in the public domain or in the possession of the receiving Party. Further, any combination of Confidential Information shall not be considered in the public domain or in the possession of the receiving Party merely because individual elements of such Confidential Information are in the public domain or in the possession of the receiving Party unless the combination and its principles are in the public domain or in the possession of the receiving Party.

Confidentiality; Exceptions. (a) “Confidential Information of a party shall mean all reports, data and information disclosed by such party to another party, which is (i) in writing and marked “CONFIDENTIAL” or “PROPRIETARY or marked with words of similar import, or (ii) disclosed through oral, visual, or other non-written means, identified as confidential or proprietary at the time of initial disclosure, and summarized and confirmed as confidential or proprietary in writing to the receiving party within thirty (30) days of such disclosure. Any markings, stamps, or legends identifying confidential information shall not impose any obligations on either party inconsistent with this agreement. Any copies of the information made by the receiving party shall reproduce the confidential markings and any other legends contained on such information. (b) Except to the extent expressly authorized by this Agreement Article 10 or otherwise agreed in writing, the Parties agree each Party hereby agrees that, during the term of this Agreement Term and for five ten (10) years thereafter, the receiving Party, its Affiliates, its licensees and its Sublicensees it shall keep, and shall ensure that their respective employees, officers, directors and trustees shall keep, completely keep confidential and shall not publish or otherwise disclose and shall not or use any Confidential Information for any purpose other than carrying out as explicitly provided for in this Agreement any confidential and proprietary information or materials, patentable or otherwise, in any form (written, oral, photographic, electronic, magnetic, or otherwise) which is disclosed to it by the other Party or otherwise received or accessed by a Party in connection with or relating to this Agreement (including discussions and negotiations related thereto occurring prior to the Effective Date), including, but not limited to, any trade secrets, know-how, Product specifications, formulae, processes, techniques and information relating to a Party’s past, present and future marketing, [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. EXECUTION COPY financial, and research and development activities for any product of the other Party and the pricing thereof (collectively, “Confidential Information”). Notwithstanding the foregoing, any Confidential Information that constitutes a trade secret shall not be subject to such ten (10) year term, but shall continue to be subject to the obligations of the receiving Party under confidentiality and non-use set forth in this Agreement except for as long as such Confidential Information remains a trade secret under New York law (including New York’s version of the Uniform Trade Secrets Act if and when adopted). The terms and conditions of this Agreement shall be deemed to be Confidential Information of each Party. Notwithstanding the extent foregoing, Confidential Information shall not include that it portion of Information or materials that a Party can be established demonstrate by the receiving Party by competent proof in the form of contemporaneous written records maintained by the receiving Party that such information: records: (ia) was is already lawfully known to the receiving such Party, other than under an obligation of confidentiality, confidentiality at the time of disclosure by the disclosing other Party as evidenced by written records kept in the ordinary course of business, or other documentary proof of actual use by such Party; ; (iib) was is generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving such Party; ; (iiic) became becomes generally available to the public or otherwise part of the public domain after its disclosure to such Party and other than through any act or omission of the receiving such Party or its Affiliates in breach violation of this Agreement; (d) is independently developed by such Party as demonstrated by documented evidence prepared contemporaneously with such independent development; or or (ive) was is lawfully disclosed to the receiving such Party, other than under an obligation of confidentiality, by a third party Third Party who had no obligation to the disclosing Party not to disclose such information to others.

Confidentiality; Exceptions. (a) “Confidential Information of a party shall mean all reports, data and information disclosed by such party to another party, which is (i) in writing and marked “CONFIDENTIAL” or “PROPRIETARY or marked with words of similar import, or (ii) disclosed through oral, visual, or other non-written means, identified as confidential or proprietary at the time of initial disclosure, and summarized and confirmed as confidential or proprietary in writing to the receiving party within thirty (30) days of such disclosure. Any markings, stamps, or legends identifying confidential information shall not impose any obligations on either party inconsistent with this agreement. Any copies of the information made by the receiving party shall reproduce the confidential markings and any other legends contained on such information. (b) Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, during the term of this Agreement and for five years thereafter, that the receiving Party, its Affiliates, its licensees and its Sublicensees shall keep, and shall ensure that their respective employees, officers, directors and trustees shall keep, completely Party will keep confidential and shall will not publish or otherwise disclose and shall not or use any Confidential Information for any purpose other than carrying out the obligations as provided for in this Agreement any information and materials furnished to it by or on behalf of the receiving other Party under or its Affiliates or generated pursuant to this Agreement except (collectively, “Confidential Information”). For clarity, Confidential Information of a Party or its Affiliates will include, without limitation, all information and materials disclosed by such Party or its Affiliates or their respective designees that (a) is marked as “Confidential,” “Proprietary” or with similar designation at the time of disclosure or (b) by its nature can reasonably be expected to be considered Confidential Information by the recipient. Information disclosed orally will not be required to be identified as such to be considered Confidential Information. The terms of this Agreement shall be deemed to be the Confidential Information of both Parties. During the Term, information relating to the Compounds or Products shall be deemed to be the Confidential Information of Anchiano. Notwithstanding the foregoing, Confidential Information will not include any information to the extent that it can be established by the receiving Party by competent proof in the form of written records maintained documentation by the receiving Party that such information: : (ia) was already known to the receiving Party, other than under an obligation of confidentialityconfidentiality (except to the extent such obligation has expired or an exception is applicable under the relevant agreement pursuant to which such obligation was established), at the time of disclosure by the disclosing Party; disclosure; (iib) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; ; (iiic) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; (d) was independently developed by the receiving Party as demonstrated by written documentation prepared contemporaneously with such independent development; or or (ive) was disclosed to the receiving Party, other than under an obligation of confidentialityconfidentiality (except to the extent such obligation has expired or an exception is applicable under the relevant agreement pursuant to which such obligation was established), by a third party Third Party who had no obligation to the disclosing Party not to disclose such information to others.

Confidentiality; Exceptions. (a) “Confidential Information of a party shall mean all reports, data and information disclosed by such party to another party, which is (i) in writing and marked “CONFIDENTIAL” or “PROPRIETARY or marked with words of similar import, or (ii) disclosed through oral, visual, or other non-written means, identified as confidential or proprietary at the time of initial disclosure, and summarized and confirmed as confidential or proprietary in writing to the receiving party within thirty (30) days of such disclosure. Any markings, stamps, or legends identifying confidential information shall not impose any obligations on either party inconsistent with this agreement. Any copies of the information made by the receiving party shall reproduce the confidential markings and any other legends contained on such information. (b) Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, during the term of this Agreement and for five years thereafter, the receiving Party, its Affiliates, its licensees Vicuron and its Sublicensees Affiliates agree that they shall keep, and shall ensure that their respective employees, officers, directors and trustees shall keep, completely keep confidential and shall not publish or otherwise disclose and shall not or use any Confidential Information for any purpose other than carrying out as provided for in this Agreement any Vicuron Know-how and Materials or other Assigned Property, and any other information and materials furnished to it by Oscient or its Affiliates or designees pursuant to this Agreement, or any provisions of this Agreement that are the obligations subject of an effective order of the receiving Party under this Agreement Securities Exchange Commission granting confidential treatment pursuant to the Securities Act of 1934, as amended (collectively, “Confidential Information”), except to the extent that it can be established by the receiving Party Vicuron or its Affiliates that Confidential Information furnished to it by competent proof in the form of written records maintained by the receiving Party that such information: Oscient or its Affiliates or designees under this Agreement: (ia) was already known to the receiving PartyVicuron or its Affiliates, other than under an obligation of confidentiality, at the time of disclosure by the disclosing Party; Vicuron or its Affiliates; (iib) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; Vicuron or its Affiliates; (iiic) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party Vicuron or its Affiliates in breach of this Agreement; or or (ivd) was disclosed to the receiving PartyVicuron or its Affiliates, other than under an obligation of confidentiality, by a third party Third Party who had no obligation to the disclosing Party Oscient not to disclose such information to others. Notwithstanding any other provisions of this Article 8 in this Agreement, the License and Supply Agreement, or any other written agreement between the Parties regarding confidentiality, the Assigned Property, including Vicuron Know-how and Materials, Regulatory Filings, and Vicuron Regulatory Approvals shall be Confidential Information of Oscient.

Confidentiality; Exceptions. (a) “Confidential Information of a party shall mean all reports, data and information disclosed by such party to another party, which is (i) in writing and marked “CONFIDENTIAL” or “PROPRIETARY or marked with words of similar import, or (ii) disclosed through oral, visual, or other non-written means, identified as confidential or proprietary at the time of initial disclosure, and summarized and confirmed as confidential or proprietary in writing to the receiving party within thirty (30) days of such disclosure. Any markings, stamps, or legends identifying confidential information shall not impose any obligations on either party inconsistent with this agreement. Any copies of the information made by the receiving party shall reproduce the confidential markings and any other legends contained on such information. (b) Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, during the term of this Agreement and for five years thereafter, that the receiving Party, its Affiliates, its licensees and its Sublicensees shall keep, and shall ensure that their respective employees, officers, directors and trustees shall keep, completely Party will keep confidential and shall will not publish or otherwise disclose and shall not or use any Confidential Information for any purpose other than carrying out the obligations of the receiving Party under as provided for in this Agreement except any information and materials furnished to it by the other Party pursuant to this Agreement (collectively, “Confidential Information”). For clarity, Confidential Information of a Party will include, without limitation, all information and materials disclosed by such Party or its designee that (a) is marked as “Confidential,” “Proprietary” or with similar designation at the time of disclosure or (b) by its nature can reasonably be expected to be considered Confidential Information by the recipient. Information disclosed orally will not be required to be identified as such to be considered Confidential Information. The terms of this Agreement and information relating to the Eagle IP, Licensed Compounds and Licensed Products shall be deemed to be the Confidential Information of both Parties. Notwithstanding the foregoing, Confidential Information will not include any information to the extent that it can be established by the receiving Party by competent proof in the form of written records maintained documentation by the receiving Party that such information: (i) : 11.1.1 was already known to the receiving Party, other than under an obligation of confidentialityconfidentiality (except to the extent such obligation has expired or an exception is applicable under the relevant agreement pursuant to which such obligation established), at the time of disclosure by the disclosing Party; (ii) disclosure; 11.1.2 was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (iii) ; 11.1.3 became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; 11.1.4 was independently developed by the receiving Party as demonstrated by written documentation prepared contemporaneously with such independent development; or (iv) or 11.1.5 was disclosed to the receiving Party, other than under an obligation of confidentialityconfidentiality (except to the extent such obligation has expired or an exception is applicable under the relevant agreement pursuant to which such obligation was established), by a third party Third Party who had no obligation to the disclosing Party not to disclose such information to others.

Confidentiality; Exceptions. (a) “Confidential Information of a party shall mean all reports, data and information disclosed by such party to another party, which is (i) in writing and marked “CONFIDENTIAL” or “PROPRIETARY or marked with words of similar import, or (ii) disclosed through oral, visual, or other non-written means, identified as confidential or proprietary at the time of initial disclosure, and summarized and confirmed as confidential or proprietary in writing to the receiving party within thirty (30) days of such disclosure. Any markings, stamps, or legends identifying confidential information shall not impose any obligations on either party inconsistent with this agreement. Any copies of the information made by the receiving party shall reproduce the confidential markings and any other legends contained on such information. (b) Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, during the term of this Agreement and for five years thereafter, the receiving Party, its Affiliates, its licensees and its Sublicensees that each Party shall keep, and shall ensure that their respective employees, officers, directors and trustees shall keep, completely keep confidential and shall not publish or otherwise disclose and shall not or use any Confidential Information for any purpose other than carrying out for the purpose of exercising its retained rights or rights under licenses granted hereunder, or performing obligations hereunder, or as otherwise provided for in this Agreement or in any Transaction Agreements (as that term is defined in the Master Joint Venture Agreement) or the Astellas Agreement, any confidential and proprietary information and materials of the receiving other Party under (collectively, “Confidential Information”). Licensed Technology shall be deemed the Confidential Information of Maxygen for purposes of this Agreement except Agreement. Contributor Technology shall be deemed the Confidential Information of CPC for purposes of this Agreement. Notwithstanding the foregoing, Confidential Information shall not include any information to the extent that it can be established by the receiving Party by competent proof in the form of written records maintained documentation by the receiving Party that such information: (i) : 5.1.1 was already known to the receiving Party, at the time of disclosure, other than under an obligation of confidentialityconfidentiality (except to the extent such obligation has expired or an exception is applicable under the relevant agreement pursuant to which such obligation established), at and except or to the time extent such information was already known to the receiving Party solely because or as a result of disclosure by any employee of the receiving Party previously obtaining such information while an employee of the disclosing Party; (ii) ; 5.1.2 was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (iii) ; 5.1.3 became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; 5.1.4 was independently discovered or developed by the receiving Party without reference to or use of Confidential Information of the disclosing Party as demonstrated by documented evidence; or (iv) or 5.1.5 was disclosed to the receiving Party, other than under an obligation of confidentialityconfidentiality (except to the extent such obligation has expired or an exception is applicable under the relevant agreement pursuant to which such obligation established), by a third party Third Party who had no obligation to the disclosing Party not to disclose such information to others. The obligations set forth in this Section 5.1 shall remain in effect during the Term of this Agreement and for five (5) years thereafter.

Confidentiality; Exceptions. For the term of this Agreement and for a period of [***] years thereafter, each Party shall maintain in confidence all Information and materials of the other Party disclosed or provided to it by the other Party (a) either pursuant to this Agreement, or the Confidential Disclosure Agreement entered into by Nektar and Bayer Pharmaceuticals Corporation dated [***] (the “Confidential Information of a party shall mean all reportsDisclosure Agreement”)), data to the extent related to Amikacin, and information disclosed by such party to another partyidentified as confidential, which is (i) either in writing or verbally (provided any verbally disclosed Information is reduced to writing and marked “CONFIDENTIAL” or “PROPRIETARY or marked with words of similar import, or (ii) disclosed through oral, visual, or other non-written means, identified as confidential or proprietary at the time of initial disclosure, and summarized and confirmed as confidential or proprietary in writing submitted to the receiving party other Party within thirty (30) days of such verbal disclosure) (together with all embodiments thereof, the “Confidential Information”). Any markingsConfidential Information also includes, stampsbut is not limited to, Information generated hereunder, and Information regarding intellectual property and confidential or legends identifying confidential information proprietary Information of Third Parties. In addition, and notwithstanding the foregoing, if under Article 11 Information constituting inventions and discoveries are to be owned by one Party, such Information shall not impose any obligations on either party inconsistent with this agreement. Any copies be deemed to be Confidential Information of the information made such Party, even if such Information is initially generated and disclosed by the receiving party shall reproduce the confidential markings other Party. The terms and any other legends contained on such information. (b) Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, during the term conditions of this Agreement and for five years thereafterthe Confidential Disclosure Agreement also shall be deemed Confidential Information of both Parties. Notwithstanding the foregoing, the receiving Party, its Affiliates, its licensees and its Sublicensees shall keep, and shall ensure that their respective employees, officers, directors and trustees shall keep, completely confidential and Confidential Information shall not publish include that portion of Information or otherwise disclose and shall not use any Confidential Information for any purpose other than carrying out the obligations of materials that the receiving Party under this Agreement except to the extent that it can be established demonstrate by the receiving Party by competent proof in the form of contemporaneous written records maintained by the receiving Party that such information: was (i) was already known to the receiving Party, other than under an obligation of confidentiality, at the time of disclosure by the disclosing Party; (ii) was generally available to the general public or otherwise part of the public domain at the time of its disclosure to the receiving Party, or thereafter became generally known to the general public, other than as a result of actions or omissions of the receiving Party or anyone to whom the receiving Party disclosed such Information; (ii) known by the receiving Party prior to the date of disclosure by the disclosing Party; (iii) became generally available disclosed to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach on an unrestricted basis from a source unrelated to the disclosing Party and not under a duty of this Agreementconfidentiality to the disclosing Party; or (iv) was disclosed independently developed by the receiving Party by personnel that did not have access to or use of Confidential Information of the disclosing Party. Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or known to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation thereof are published or known to the general public or are in the rightful possession of the receiving Party, other than under an obligation of confidentiality, by a third party who had no obligation to the disclosing Party not to disclose such information to others.

Confidentiality; Exceptions. (a) “Confidential Information of a party shall mean all reports, data and information disclosed by such party to another party, which is (i) in writing and marked “CONFIDENTIAL” or “PROPRIETARY or marked with words of similar import, or (ii) disclosed through oral, visual, or other non-written means, identified as confidential or proprietary at the time of initial disclosure, and summarized and confirmed as confidential or proprietary in writing to the receiving party within thirty (30) days of such disclosure. Any markings, stamps, or legends identifying confidential information shall not impose any obligations on either party inconsistent with this agreement. Any copies of the information made by the receiving party shall reproduce the confidential markings and any other legends contained on such information. (b) Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the The Parties agree that, during for the term Term and for *** thereafter (other than for trade secrets, for which the confidentiality obligations set forth herein shall last as long as trade secret law shall allow), all non-public, proprietary or "confidential" disclosures, know-how, data, and technical, financial and other information of any nature whatsoever (collectively, "CONFIDENTIAL Information"), disclosed or submitted, either orally or in writing (including, without limitation, by electronic means) or through observation, by one Party (the "DISCLOSING PARTY") to the other Party (the "RECEIVING PARTY") hereunder, including, without limitation, the terms of this Agreement Agreement, shall be received and for five years thereaftermaintained by the Receiving Party in strict confidence, the receiving Party, its Affiliates, its licensees and its Sublicensees shall keep, and shall ensure that their respective employees, officers, directors and trustees shall keep, completely confidential and shall not publish or otherwise disclose and shall not use any Confidential Information be used for any purpose other than carrying out the obligations purposes expressly contemplated by this Agreement, and shall not be disclosed to any Third Party (including, without limitation, in connection with any publications, presentations or other disclosures). Notwithstanding the foregoing, (a) Santarus may disclose on a need-to-know basis the existence of this Agreement and the terms hereof to any bona fide potential acquirers, *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. corporate partners, investors or financial advisors; (b) Patheon may disclose on a need-to-know basis the existence of this Agreement and the terms hereof to its financial advisors; and (c) Patheon may disclose the fact that Santarus is a client of Patheon but shall not disclose any other information relating to any product for which Patheon provides services to Santarus. The Receiving Party will promptly notify the Disclosing Party upon discovery of any unauthorized use or disclosure of the receiving Party under this Agreement except Disclosing Party's Confidential Information. Confidential Information belongs to and shall remain the extent that it can be established by the receiving Party by competent proof in the form of written records maintained by the receiving Party that such information: (i) was already known to the receiving Party, other than under an obligation of confidentiality, at the time of disclosure by the disclosing Party; (ii) was generally available to the public or otherwise part property of the public domain at the time of its disclosure to the receiving Disclosing Party; (iii) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; or (iv) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a third party who had no obligation to the disclosing Party not to disclose such information to others.

Confidentiality; Exceptions. (a) “Confidential Information of a party shall mean all reports, data and information disclosed by such party to another party, which is (i) in writing and marked “CONFIDENTIAL” or “PROPRIETARY or marked with words of similar import, or (ii) disclosed through oral, visual, or other non-written means, identified as confidential or proprietary at the time of initial disclosure, and summarized and confirmed as confidential or proprietary in writing to the receiving party within thirty (30) days of such disclosure. Any markings, stamps, or legends identifying confidential information shall not impose any obligations on either party inconsistent with this agreement. Any copies of the information made by the receiving party shall reproduce the confidential markings and any other legends contained on such information. (b) Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, during the Term and for [***] thereafter, the Parties agree that, during the term of this Agreement and for five years thereafter, that the receiving Party, its Affiliates, its licensees and its Sublicensees shall keep, and shall ensure that their respective employees, officers, directors and trustees shall keep, completely Party will keep confidential and shall will not publish or otherwise disclose and shall not or use any Confidential Information for any purpose other than carrying out the obligations as provided for in this Agreement any information and materials furnished to it by or on behalf of the receiving other Party under or any of its Affiliates or generated pursuant to this Agreement except (collectively, “Confidential Information”). For any Confidential Information that constitutes trade secrets of either Party, the foregoing non-disclosure obligations will continue for as long as such Confidential Information remains trade secrets. For clarity, Confidential Information of a Party or any of its Affiliates will include, without limitation, all information and materials disclosed by such Party or any of its Affiliates or their respective designees that (a) is marked as “Confidential,” “Proprietary” or with similar designation at the time of disclosure or (b) by its nature can reasonably be expected to be considered Confidential Information by the recipient. Know-How disclosed orally will not be required to be identified as such to be considered Confidential Information. The terms of this Agreement will be deemed to be the Confidential Information of both Parties. Notwithstanding the foregoing, Confidential Information will not include any information to the extent that it can be established by the receiving Party by competent proof in the form of written records maintained documentation by the receiving Party that such information: information (ia) was already known to the receiving Party, other than under an obligation of confidentialityconfidentiality (except to the extent such obligation has expired or an exception is applicable under the relevant agreement pursuant to which such obligation was established), at the time of disclosure by the disclosing Party; disclosure, (iib) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; , (iiic) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement, (d) was independently developed by the receiving Party as demonstrated by written documentation prepared contemporaneously with such independent development; or (ive) was disclosed to the receiving Party, other than under an obligation of confidentialityconfidentiality (except to the extent such obligation has expired or an exception is applicable under the relevant agreement pursuant to which such obligation was established), by a third party Third Party who had no obligation to the disclosing Party not to disclose such information to others.

Confidentiality; Exceptions. (a) “Confidential Information of a party shall mean all reports, data and information disclosed by such party to another party, which is (i) in writing and marked “CONFIDENTIAL” or “PROPRIETARY or marked with words of similar import, or (ii) disclosed through oral, visual, or other non-written means, identified as confidential or proprietary at the time of initial disclosure, and summarized and confirmed as confidential or proprietary in writing to the receiving party within thirty (30) days of such disclosure. Any markings, stamps, or legends identifying confidential information shall not impose any obligations on either party inconsistent with this agreement. Any copies of the information made by the receiving party shall reproduce the confidential markings and any other legends contained on such information. (b) Except to the extent expressly authorized by this Agreement or otherwise agreed by the Parties in writing, the Parties agree that, during the term of this Agreement and for five ten (10) years thereafterthereafter (except that with respect to Confidential Information that constitutes a trade secret, the receiving PartyRecipient’s obligations under this Agreement will continue with respect to such trade secret for as long as such information remains a trade secret), its Affiliates, its licensees and its Sublicensees the Parties agree that the Receiving Party shall keep, and shall ensure that their respective employees, officers, directors and trustees shall keep, completely keep confidential and shall not publish or otherwise disclose and shall not or use any Confidential Information for any purpose other than carrying out the obligations of the receiving Party under as provided for in this Agreement except any Confidential Information furnished to it by the other Party pursuant to this Agreement, regardless of whether such information is specifically designated as confidential and regardless of whether such information is in oral, written, electronic or other form. Notwithstanding the foregoing, Confidential Information shall not be deemed to include information or materials to the extent that it can be established by the receiving Party by competent proof in the form of written records maintained documentation by the receiving Receiving Party that such information: information or material: (ia) was already known to or possessed by the receiving PartyReceiving Party or any of its Affiliates, other than under an obligation of confidentialityconfidentiality (except to the extent such obligation has expired or an exception is applicable under the relevant agreement pursuant to which such obligation is established), at the time of disclosure by the disclosing Party; disclosure; (iib) was generally available to the public or otherwise part of the public domain at the time of its first disclosure to the receiving Party; Receiving Party or any of its Affiliates, except by breach of this Agreement; (iiic) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Receiving Party or any of its Affiliates in breach of this Agreement; (d) was independently developed by the Receiving Party or any of its Affiliates as demonstrated by documented evidence prepared contemporaneously with such independent development; or or (ive) was disclosed to the receiving PartyReceiving Party or any of its Affiliates, other than under an obligation of confidentiality, by a third party Third Party who had no obligation to the disclosing Disclosing Party not to disclose such information to others.

Confidentiality; Exceptions. (a) “Confidential Information of a party shall mean all reports, data and information disclosed by such party to another party, which is (i) in writing and marked “CONFIDENTIAL” or “PROPRIETARY or marked with words of similar import, or (ii) disclosed through oral, visual, or other non-written means, identified as confidential or proprietary at the time of initial disclosure, and summarized and confirmed as confidential or proprietary in writing to the receiving party within thirty (30) days of such disclosure. Any markings, stamps, or legends identifying confidential information shall not impose any obligations on either party inconsistent with this agreement. Any copies of the information made by the receiving party shall reproduce the confidential markings and any other legends contained on such information. (b) Except to the extent expressly authorized by this Agreement Section 7 or otherwise agreed in writing, the Parties agree each Party hereby agrees that, during the term Term of this Agreement and for five years (*) thereafter, it (the receiving “Receiving Party, its Affiliates, its licensees and its Sublicensees ”) shall keep, and shall ensure that their respective employees, officers, directors and trustees shall keep, completely keep confidential and shall not publish or otherwise disclose and shall not or use any Confidential Information for any purpose other than carrying out as explicitly provided for in this Agreement any confidential and proprietary information or materials, patentable or otherwise, in any form (written, oral, photographic, electronic, magnetic, or otherwise) which is disclosed to it by the other Party (the “Disclosing Party”) or otherwise received or accessed by a Receiving Party in the course of performing its obligations of the receiving Party under this Agreement except including, but not limited to, any trade secrets, Know-How, Product specifications, formulae, processes, techniques and information relating to a Party’s past, present and future marketing, financial, and research and development activities for any product of the Disclosing Party and the pricing thereof (collectively, “Confidential Information”). Confidential Information of each Party includes the terms and conditions of this Agreement. Notwithstanding the foregoing, Confidential Information shall not be deemed to include information or materials to the extent that it can be established by the receiving Party by competent proof in the form of written records maintained by the receiving Receiving Party that such information: (i) was information or material: 7.1.1 is already lawfully known to the receiving Receiving Party, other than under an obligation of confidentiality, confidentiality at the time of disclosure by the disclosing Disclosing Party as evidenced by written records kept in the ordinary course of business, or other documentary proof of actual use by the Receiving Party; (ii) was ; 7.1.2 is generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Receiving Party; (iii) became ; 7.1.3 becomes generally available to the public or otherwise part of the public domain after its disclosure to the Receiving Party and other than through any act or omission of the receiving Receiving Party or its Affiliates in breach violation of this Agreement; or (iv) was ; 7.1.4 is independently developed by the Receiving Party as demonstrated by documented evidence prepared contemporaneously with such independent development; 7.1.5 is lawfully disclosed to the receiving Receiving Party, other than under an obligation of confidentiality, by a third party Third Party who had no obligation to the disclosing Party not to disclose such information to others; 7.1.6 is required to be disclosed in response to a valid order by a court or other governmental body and provided that the Receiving Party provides the Disclosing Party with prompt notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy, then the Receiving Party may furnish only that portion of the Confidential Information which the Receiving Party is legally compelled to disclose; or 7.1.7 is required to be disclosed in connection with any legal or regulatory requirements or obligations, including SEC filings or Regulatory Filings, provided that the party shall offer reasonable cooperation in an attempt, as may be permitted and appropriate, to redact or seek confidential treatment of sensitive Confidential Information.

Confidentiality; Exceptions. (a) “Confidential Information of a party shall mean all reports, data and information disclosed by such party to another party, which is (i) in writing and marked “CONFIDENTIAL” or “PROPRIETARY or marked with words of similar import, or (ii) disclosed through oral, visual, or other non-written means, identified as confidential or proprietary at the time of initial disclosure, and summarized and confirmed as confidential or proprietary in writing to the receiving party within thirty (30) days of such disclosure. Any markings, stamps, or legends identifying confidential information shall not impose any obligations on either party inconsistent with this agreement. Any copies of the information made by the receiving party shall reproduce the confidential markings and any other legends contained on such information. (b) Except to the extent expressly authorized by this Agreement or otherwise agreed by the Parties in writing, during the Term and for ten (10) years thereafter, the Parties agree that, during the term of this Agreement and for five years thereafter, that the receiving Party, its Affiliates, its licensees and its Sublicensees Party shall keep, and shall ensure that their respective employees, officers, directors and trustees shall keep, completely keep confidential and shall not publish or otherwise disclose and shall not or use any Confidential Information for any purpose other than carrying out the obligations of the receiving Party under as provided for in this Agreement except any confidential or proprietary information or materials furnished to it by the other Party pursuant to this Agreement (collectively, “Confidential Information”). Confidential Information of a Party shall include all information and materials disclosed by such Party or its designee that (a) if disclosed in writing or other tangible form, is marked as “Confidential,” “Proprietary” or with similar designation at the time of disclosure, or (b) if disclosed verbally or in other intangible form, is indicated upon first disclosure as being confidential, or (c) by its nature can reasonably be expected to be considered Confidential Information by the recipient. For clarity, Confidential Information includes Information, Specifications, SOPs, Licensed Technology, Forecasts, Firm *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. Orders, all financial information (including Transfer Price, price of Products, Net Sales and royalties), information concerning customers (including identity, Fields, Distribution Channels, and Inquiries), information concerning Commercialization (including marketing plans and sales figures, whether estimated or actual), employee information, and all Management Committee agenda, discussions and minutes. Notwithstanding the foregoing, Confidential Information shall not be deemed to include information or materials to the extent that it can be established by the receiving Party by competent proof in the form of written records maintained documentation by the receiving Party that such information: information or material: (ia) was already known to or possessed by the receiving Party, other than under an obligation of confidentialityconfidentiality (except to the extent such obligation has expired or an exception is applicable under the relevant agreement pursuant to which such obligation established), at the time of disclosure by the disclosing Party; disclosure; (iib) was generally available to the public or otherwise part of the public domain at the time of its first disclosure to the receiving Party; ; (iiic) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; (d) was independently developed by the receiving Party as demonstrated by documented evidence prepared contemporaneously with such independent development; or or (ive) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a third party Third Party who had no obligation to the disclosing Party not to disclose such information to others.

Confidentiality; Exceptions. (a) “Confidential Information of a party shall mean all reports, data and information disclosed by such party to another party, which is (i) in writing and marked “CONFIDENTIAL” or “PROPRIETARY or marked with words of similar import, or (ii) disclosed through oral, visual, or other non-written means, identified as confidential or proprietary at the time of initial disclosure, and summarized and confirmed as confidential or proprietary in writing to the receiving party within thirty (30) days of such disclosure. Any markings, stamps, or legends identifying confidential information shall not impose any obligations on either party inconsistent with this agreement. Any copies of the information made by the receiving party shall reproduce the confidential markings and any other legends contained on such information. (b) Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties parties agree that, during for the term of this Agreement and for a period of five years thereafter, the receiving Party, its Affiliates, its licensees and its Sublicensees party shall keep, and shall ensure that their respective employees, officers, directors and trustees shall keep, completely keep confidential and shall not publish or otherwise disclose and shall not use any Confidential Information for any purpose other than carrying out the obligations of the receiving Party under as provided for in this Agreement any patent application, Business Information, and Know-How, including Materials, (herewith "Confidential Information") furnished to it by the other party pursuant to this Agreement, except to the extent that it can be established by the receiving Party party by competent proof in the form of written records maintained by the receiving Party that such information: Confidential Information: (ia) was already known to the receiving Partyparty, other than under an obligation of confidentiality, at the time of disclosure by the disclosing Party; other party; (iib) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; party; (iiic) became generally available to the public or otherwise part of the public domain after its disclosure and THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. other than through any act or omission of the receiving Party party in breach of this Agreement; or ; (ivd) was disclosed to the receiving Partyparty, other than under an obligation of confidentiality, by a third party, unless the receiving party who had no knew that such third party was under an obligation to the disclosing Party party not to disclose such information to others; or (e) was disclosed by the receiving party pursuant to a requirement of law. The parties agree that the financial terms of this Agreement shall also be considered Confidential Information hereunder.

Confidentiality; Exceptions. (a) “Confidential Information of a party shall mean all reports, data and information disclosed by such party to another party, which is (i) in writing and marked “CONFIDENTIAL” or “PROPRIETARY or marked with words of similar import, or (ii) disclosed through oral, visual, or other non-written means, identified as confidential or proprietary at the time of initial disclosure, and summarized and confirmed as confidential or proprietary in writing to the receiving party within thirty (30) days of such disclosure. Any markings, stamps, or legends identifying confidential information shall not impose any obligations on either party inconsistent with this agreement. Any copies of the information made by the receiving party shall reproduce the confidential markings and any other legends contained on such information. (b) Except to the extent expressly authorized by this Agreement (including as provided in Section 7.1(b)(1), subject to Section 7.1(b)(2)) or otherwise agreed by the Parties in writing, the Parties agree that, during the term of this Agreement and for five years thereafter, that the receiving Party, its Affiliates, its licensees and its Sublicensees Party shall keep, and shall ensure that their respective employees, officers, directors and trustees shall keep, completely keep confidential and shall not publish or otherwise disclose and shall not or use any Confidential Information for any purpose other than carrying out as provided for in this Agreement any confidential and non-public proprietary information or materials furnished to it by the other Party pursuant to this Agreement (collectively, “Confidential Information”). The obligations of confidentiality, non-disclosure and non-use under this Section 8.1 shall be in full force and effect during the Term and for a period of [***] thereafter. The receiving Party under will return all copies of or destroy (and certify such destruction in writing) the Confidential Information of the disclosing Party disclosed or transferred to it by the other Party pursuant to this Agreement except Agreement, within [***] of the termination or expiration of this Agreement; provided, however, that a Party may retain (i) Confidential Information of the other Party to exercise rights and licenses which expressly survive such termination or expiration pursuant to this Agreement, and (ii) one (1) copy of all other Confidential Information in archives solely for the purpose of establishing the contents thereof. Without limiting the foregoing, Durect will keep confidential, and will cause its Affiliates, employees, consultants, licensees, sublicensees, professional advisors and Contractors to keep confidential, the Gilead Specific Information on confidentiality terms at least as protective as the confidentiality provisions of this Agreement. Notwithstanding the foregoing, Confidential Information shall not be deemed to include information or materials to the extent that it can be established by the receiving Party by competent proof in the form of written records maintained documentation by the receiving Party that such information: information or material: (ia) was already known to or possessed by the receiving Party, other than under an Party without any obligation of confidentiality, at the time of its disclosure by to the disclosing Party; receiving Party hereunder; (iib) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; Party hereunder; (iiic) became generally available to the public or otherwise part of the public domain after its disclosure and hereunder other than through any act or omission of the receiving Party in breach of this Agreement; (d) was independently developed by the receiving Party (including its Sublicensees, Third Party Suppliers, contractors or contract research organizations) without use of or reference to the other Party’s Confidential Information as demonstrated by documented evidence prepared by the receiving Party contemporaneously with such independent development; or or (ive) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a third party Third Party who had no obligation to the disclosing Party not to disclose such information to others.

Confidentiality; Exceptions. (a) “Confidential Information of a party shall mean all reports, data and information disclosed by such party to another party, which is (i) in writing and marked “CONFIDENTIAL” or “PROPRIETARY or marked with words of similar import, or (ii) disclosed through oral, visual, or other non-written means, identified as confidential or proprietary at the time of initial disclosure, and summarized and confirmed as confidential or proprietary in writing to the receiving party within thirty (30) days of such disclosure. Any markings, stamps, or legends identifying confidential information shall not impose any obligations on either party inconsistent with this agreement. Any copies of the information made by the receiving party shall reproduce the confidential markings and any other legends contained on such information. (b) Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, during the term of this Agreement and for five years thereafter, that the receiving Party (the “Receiving Party, its Affiliates, its licensees and its Sublicensees shall keep, and shall ensure that their respective employees, officers, directors and trustees shall keep, completely ”) will keep confidential and shall will not publish or otherwise disclose and shall not or use any Confidential Information for any purpose other than carrying out as provided for in this Agreement any Know-How or other confidential and proprietary information and materials, patentable or otherwise, in any form (written, oral, photographic, electronic, magnetic, or otherwise) that is disclosed to it by the obligations other Party (the “Disclosing Party”), including trade secrets, Know-How, inventions or discoveries, proprietary information, data of a financial, commercial or technical nature, formulae, processes, techniques and information relating to the Disclosing Party’s past, present or future marketing, financial, or Exploitation activities of any product or potential product or useful technology of the receiving Disclosing Party under this Agreement or the pricing thereof (collectively, “Confidential Information”), except to the extent that it can be established by the receiving Party by competent proof in the form of written records maintained by the receiving Receiving Party that such information: (i) Confidential Information: 10.1.1 was already known in the lawful knowledge and possession of the Receiving Party prior to the receiving time it was first disclosed to the Receiving Party by the Disclosing Party, other than under an obligation of confidentiality, at the time of disclosure or was otherwise developed independently by the disclosing Receiving Party without reference to any of the Disclosing Party; (ii) ’s Confidential Information, as evidenced by written records kept in the ordinary course of business, or other documentary proof of actual use by the Receiving Party; 10.1.2 was generally available to the public or otherwise part of the public domain at the time of its first disclosure to the receiving Receiving Party by the Disclosing Party; (iii) ; 10.1.3 became generally available to the public or otherwise part of the public domain after its disclosure to the Receiving Party by the Disclosing Party and other than through any act or omission of the receiving Receiving Party in breach of this Agreement; or (iv) or 10.1.4 was disclosed to the receiving Receiving Party, other than under an obligation of confidentiality, by a third party Third Party who had no obligation to the disclosing Disclosing Party not to disclose such information to others.. The Receiving Party will protect all Confidential Information against unauthorized disclosure to Third Parties with the same degree of care as the Receiving Party uses for its own similar information, but in no event less than a reasonable degree of care. The Akcea Product-Specific IP shall be deemed to be the Confidential Information of both of the Parties hereto and shall be deemed to have been disclosed by the other Party hereto. 165301880

Confidentiality; Exceptions. (a) “Confidential Information of a party shall mean all reports, data and information disclosed by such party to another party, which is (i) in writing and marked “CONFIDENTIAL” or “PROPRIETARY or marked with words of similar import, or (ii) disclosed through oral, visual, or other non-written means, identified as confidential or proprietary at the time of initial disclosure, and summarized and confirmed as confidential or proprietary in writing to the receiving party within thirty (30) days of such disclosure. Any markings, stamps, or legends identifying confidential information shall not impose any obligations on either party inconsistent with this agreement. Any copies of the information made by the receiving party shall reproduce the confidential markings and any other legends contained on such information. (b) Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, during the term of this Agreement and for five years thereafter, that the receiving Party (the “Receiving Party, its Affiliates, its licensees and its Sublicensees ”) shall keep, and shall ensure that their respective employees, officers, directors and trustees shall keep, completely keep confidential and shall not publish or otherwise disclose and shall not or use any Confidential Information for any purpose other than carrying out as provided for in this Agreement any Know-How or other confidential and proprietary information and materials, patentable or otherwise, in any form (written, oral, photographic, electronic, magnetic, or otherwise) that is disclosed to it by the obligations other Party (the “Disclosing Party”), including trade secrets, Know-How, inventions or discoveries, proprietary information, formulae, processes, techniques and information relating to the Disclosing Party’s past, present or future marketing, financial, or Exploitation activities of any product or potential product or useful technology of the receiving Disclosing Party under this Agreement or the pricing thereof (collectively, “Confidential Information”), except to the extent that it can be established by the receiving Party by competent proof in the form of written records maintained by the receiving Receiving Party that such information: (i) Confidential Information: 11.1.1 was already known in the lawful knowledge and possession of the Receiving Party prior to the receiving time it was first disclosed to the Receiving Party by the Disclosing Party, other than under an obligation of confidentiality, at the time of disclosure or was otherwise developed independently by the disclosing Receiving Party without reference to any of the Disclosing Party; (ii) ’s Confidential Information, as evidenced by written records kept in the ordinary course of business, or other documentary proof of actual use by the Receiving Party; 11.1.2 was generally available to the public or otherwise part of the public domain at the time of its first disclosure to the receiving Receiving Party by the Disclosing Party; (iii) ; 11.1.3 became generally available to the public or otherwise part of the public domain after its disclosure to the Receiving Party by the Disclosing Party and other than through any act or omission of the receiving Receiving Party in breach of this Agreement or the Existing Confidentiality Agreement; or (iv) or 11.1.4 was disclosed to the receiving Receiving Party, other than under an obligation of confidentiality, by a third party Third Party who had no obligation to the disclosing Disclosing Party not to disclose such information to others. For the avoidance of doubt, any information obtained by Akcea from PTC, either directly from PTC or by virtue of Akcea’s relationship with Ionis Pharmaceuticals, that was considered “Confidential Information” as defined by and pursuant to the Mutual Confidential Disclosure Agreement between Ionis Pharmaceuticals and PTC, dated November 17, 2017 (and as amended from time to time), the “Existing Confidentiality Agreement”, as of the Effective Date of this Agreement shall be considered Confidential Information of PTC under this Agreement, subject to the provisions of this Article 11.

Confidentiality; Exceptions. (a) “Confidential Information of a party shall mean all reports, data and information disclosed by such party to another party, which is (i) in writing and marked “CONFIDENTIAL” or “PROPRIETARY or marked with words of similar import, or (ii) disclosed through oral, visual, or other non-written means, identified as confidential or proprietary at the time of initial disclosure, and summarized and confirmed as confidential or proprietary in writing to the receiving party within thirty (30) days of such disclosure. Any markings, stamps, or legends identifying confidential information shall not impose any obligations on either party inconsistent with this agreement. Any copies of the information made by the receiving party shall reproduce the confidential markings and any other legends contained on such information. (b) Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, during the term of this Agreement Term and for five [*] years thereafter, the receiving Party, its Affiliates, its licensees and its Sublicensees Party shall keep, and shall ensure that their respective employees, officers, directors and trustees shall keep, completely keep confidential and shall not publish or otherwise disclose and shall not or use any Confidential Information for any purpose other than carrying out the obligations of the receiving Party under as provided for in this Agreement any confidential and proprietary information and materials furnished to it by the other Party pursuant to this Agreement (collectively, “Confidential Information”). Novartis shall have no right to and shall not utilize any Confidential Information of Amgen for activities outside the Territory except as required under the applicable Development Plan. Amgen shall have no right to and shall not utilize any Confidential Information of Novartis for activities in the Territory except as required under the applicable Development Plan or for purposes of Manufacturing the Licensed Products. For clarity, Confidential Information of a Party shall include all information and materials disclosed by such Party or its designee that (i) is marked as “Confidential,” “Proprietary” or with similar designation at the time of disclosure or (ii) by its nature can reasonably be expected to be considered Confidential Information by the recipient. Information disclosed orally shall not be required to be identified as such to be considered Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include any information to the extent that it can be established by the receiving Party by competent proof in the form of written records maintained documentation by the receiving Party that such information: (i) Amgen Ref. No. 2015641252 Page 50 11.1.1. was already known to the receiving Party, other than under an obligation of confidentialityconfidentiality (except to the extent such obligation has expired or an exception is applicable under the relevant agreement pursuant to which such obligation was established), at the time of disclosure by the disclosing Party; (ii) disclosure; 11.1.2. was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (iii) ; 11.1.3. became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; 11.1.4. was independently developed by the receiving Party (without reference to or use of Confidential Information of the other Party) as demonstrated by documented evidence prepared contemporaneously with such independent development; or (iv) or 11.1.5. was disclosed to the receiving Party, other than under an obligation of confidentialityconfidentiality (except to the extent such obligation has expired or an exception is applicable under the relevant agreement pursuant to which such obligation was established), by a third party Third Party who had no obligation to the disclosing Party not to disclose such information to others.

Confidentiality; Exceptions. (a) “Confidential Information of a party shall mean all reports, data and information disclosed by such party to another party, which is (i) in writing and marked “CONFIDENTIAL” or “PROPRIETARY or marked with words of similar import, or (ii) disclosed through oral, visual, or other non-written means, identified as confidential or proprietary at the time of initial disclosure, and summarized and confirmed as confidential or proprietary in writing to the receiving party within thirty (30) days of such disclosure. Any markings, stamps, or legends identifying confidential information shall not impose any obligations on either party inconsistent with this agreement. Any copies of the information made by the receiving party shall reproduce the confidential markings and any other legends contained on such information. (b) Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, during the term of this Agreement Term and for five [*] years thereafter, the receiving Party, its Affiliates, its licensees and its Sublicensees Party shall keep, and shall ensure that their respective employees, officers, directors and trustees shall keep, completely keep confidential and shall not publish or otherwise disclose and shall not or use any Confidential Information for any purpose other than carrying out as provided for in this Agreement any confidential and proprietary information and materials furnished to it by, or otherwise obtained from, the obligations other Party pursuant to this Agreement, in whatever form or medium (collectively, “Confidential Information”) (including information known by the employees of Amgen KK, a wholly-owned subsidiary of Amgen, and/or materials in the possession of Amgen KK prior to the consummation of the receiving transactions contemplated in that certain Sale and Purchase Agreement executed concurrently herewith, which shall be considered the Confidential Information of Amgen). Licensee acknowledges the value of Confidential Information (including data provided by Amgen hereunder) and shall have no right to and shall not utilize any Confidential Information of Amgen for activities in the Territory (including, with respect to the research, development or commercialization of any Distracting Product or other programs or products of Licensee in the Territory or for any other purpose) except as expressly provided for in this Agreement. For the avoidance of doubt, Confidential Information of a Party under this Agreement except shall include all information and materials disclosed by such Party or its designee that (i) is marked as “Confidential,” “Proprietary” or with similar designation at the time of disclosure or (ii) by its nature can reasonably be expected to be considered Confidential Information by the recipient. Information disclosed orally shall not be required to be identified as such to be considered Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include any information to the extent that it can be established by the receiving Party by competent proof in the form of written records maintained documentation by the receiving Party that such information: : (i) was already known to the receiving Party, other than under an obligation of confidentialityconfidentiality (except to the extent such obligation has expired or an exception is applicable under the relevant agreement pursuant to which such obligation was established), at the time of disclosure by the disclosing Party; disclosure; (ii) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; ; (iii) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; or ; (iv) was independently developed by the receiving Party (without reference to or use of Confidential Information of the other Party) as demonstrated by documented evidence prepared contemporaneously with such independent development; or (v) was disclosed to the receiving Party, other than under an obligation of confidentialityconfidentiality (except to the extent such obligation has expired or an exception is applicable under the relevant agreement pursuant to which such obligation was established), by a third party Third Party who had no obligation to the disclosing Party not to disclose such information to others.

Confidentiality; Exceptions. (a) “Confidential Information of a party shall mean all reports, data and information disclosed by such party to another party, which is (i) in writing and marked “CONFIDENTIAL” or “PROPRIETARY or marked with words of similar import, or (ii) disclosed through oral, visual, or other non-written means, identified as confidential or proprietary at the time of initial disclosure, and summarized and confirmed as confidential or proprietary in writing to the receiving party within thirty (30) days of such disclosure. Any markings, stamps, or legends identifying confidential information shall not impose any obligations on either party inconsistent with this agreement. Any copies of the information made by the receiving party shall reproduce the confidential markings and any other legends contained on such information. (b) Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, during the term of this Agreement and for five years thereafter, that the receiving Party, its Affiliates, its licensees and its Sublicensees Party shall keep, and shall ensure that their respective employees, officers, directors and trustees shall keep, completely keep confidential and shall not publish or otherwise disclose and shall not or use any Confidential Information for any purpose other than carrying out for the purpose of exercising its retained rights or rights under licenses granted hereunder, or performing obligations of hereunder, or as otherwise provided for in this Agreement, any confidential and proprietary information and materials furnished to it by the receiving other Party under pursuant to this Agreement except (collectively, “Confidential Information”). Astellas Technology shall be deemed the Confidential Information of Astellas, and Maxygen Technology, Shuffling Technology and Shuffling Improvements shall be deemed the Confidential Information of Maxygen. Notwithstanding the foregoing, Confidential Information shall not include any information to the extent that it can be established by the receiving Party by competent proof in the form of written records maintained documentation by the receiving Party that such information: (i) : 11.1.1 was already known to the receiving Party, other than under an obligation of confidentialityconfidentiality (except to the extent such obligation has expired or an exception is applicable under the relevant agreement pursuant to which such obligation established), at the time of disclosure by the disclosing Party; (ii) disclosure; 11.1.2 was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (iii) ; 11.1.3 became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; 11.1.4 was independently discovered or developed by the receiving Party without reference to or use of Confidential Information of the disclosing Party as demonstrated by documented evidence; or (iv) or 11.1.5 was disclosed to the receiving Party, other than under an obligation of confidentialityconfidentiality (except to the extent such obligation has expired or an exception is applicable under the relevant agreement pursuant to which such obligation established), by a third party Third Party who had no obligation to the disclosing Party not to disclose such information to others. The obligations set forth in this Section 11.1 shall remain in effect during the term of this Agreement and for [****] years thereafter; provided, however, that with respect to information and materials obtained by Maxygen under an Existing Third Party License and disclosed or provided to Astellas or its Affiliate hereunder, such obligations of Astellas shall survive for the longer of [****] years after the term of this Agreement or the term specified (as of the Effective Date) under such * Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Existing Third Party Agreement, and Astellas shall be bound by the restrictions regarding the use of such materials under the Existing Third Party License.

Confidentiality; Exceptions. (a) “Confidential Information of a party shall mean all reports, data and information disclosed by such party to another party, which is (i) in writing and marked “CONFIDENTIAL” or “PROPRIETARY or marked with words of similar import, or (ii) disclosed through oral, visual, or other non-written means, identified as confidential or proprietary at the time of initial disclosure, and summarized and confirmed as confidential or proprietary in writing to the receiving party within thirty (30) days of such disclosure. Any markings, stamps, or legends identifying confidential information shall not impose any obligations on either party inconsistent with this agreement. Any copies of the information made by the receiving party shall reproduce the confidential markings and any other legends contained on such information. (b) Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, during for the term of this Agreement and for five years [***] thereafter, the receiving Party, its Affiliates, its licensees and its Sublicensees Party shall keep, and shall ensure that their respective employees, officers, directors and trustees shall keep, completely keep confidential and shall not publish or otherwise disclose and shall not or use any Confidential Information for any purpose other than carrying out the obligations of the receiving Party under as provided for in this Agreement except any confidential and proprietary information and materials furnished to it by the other Party pursuant to this Agreement (collectively, “Confidential Information”). For clarity, Confidential Information of a Party shall include, without limitation, all information and materials disclosed by such Party or its designee that (i) is marked as “Confidential,” “Proprietary” or with similar designation at the time of disclosure or (ii) by its nature can reasonably be expected to be considered Confidential Information by the recipient. Information disclosed orally shall not be required to be identified as such to be considered Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include any information to the extent that it can be established by the receiving Party by competent proof in the form of written records maintained documentation by the receiving Party that such information: (i) : 14.1.1. was already known to the receiving Party, other than under an obligation of confidentialityconfidentiality (except to the extent such obligation has expired or an exception is applicable under the relevant agreement pursuant to which such obligation established), at the time of disclosure by the disclosing Party; (ii) disclosure; 14.1.2. was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (iii) ; 14.1.3. became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; 14.1.4. was independently developed by the receiving Party as demonstrated by documented evidence prepared contemporaneously with such independent development; or (iv) *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. 14.1.5. was disclosed to the receiving Party, other than under an obligation of confidentialityconfidentiality (except to the extent such obligation has expired or an exception is applicable under the relevant agreement pursuant to which such obligation was established), by a third party Third Party who had no obligation to the disclosing Party not to disclose such information to others.

Confidentiality; Exceptions. (a) “Confidential Information of a party shall mean all reports, data and information disclosed by such party to another party, which is (i) in writing and marked “CONFIDENTIAL” or “PROPRIETARY or marked with words of similar import, or (ii) disclosed through oral, visual, or other non-written means, identified as confidential or proprietary at the time of initial disclosure, and summarized and confirmed as confidential or proprietary in writing to the receiving party within thirty (30) days of such disclosure. Any markings, stamps, or legends identifying confidential information shall not impose any obligations on either party inconsistent with this agreement. Any copies of the information made by the receiving party shall reproduce the confidential markings and any other legends contained on such information. (b) Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, during the Term and for [***] thereafter, the Parties agree that, during the term of this Agreement and for five years thereafter, that the receiving Party, its Affiliates, its licensees and its Sublicensees shall keepParty will keep confidential, and shall ensure that their respective employees, officers, directors and trustees shall keep, completely confidential and shall will not publish or otherwise disclose and shall not or use any Confidential Information for any purpose other than carrying out as provided for in this Agreement, (a) any information, Data or Know-How provided or otherwise made available to it by or on behalf of Hansoh or any of its Affiliates and (b) any information, Know-How or Data provided or otherwise made available to it by or on behalf of EQRx or any of its Affiliates (collectively, “Confidential Information”). For clarity, Confidential Information of a Party or any of its Affiliates will include, without limitation, all information disclosed by such Party or any of its Affiliates or their respective designees that (a) is marked as “Confidential,” “Proprietary” or with similar designation at the obligations time of disclosure or (b) by its nature can reasonably be expected to be considered Confidential Information by the recipient. Know-How disclosed orally will not be required to be identified as such to be considered Confidential Information. The terms of this Agreement will be deemed to be the Confidential Information of both Parties. For the Term of this Agreement, information relating to the Licensed Compounds, Licensed Products and Licensed Technology will be deemed Confidential Information of both Parties irrespective of the receiving Party under this Agreement except discloser. Notwithstanding the foregoing, Confidential Information will not include any information to the extent that it can be established by the receiving Party by competent proof in the form of written records maintained documentation by the receiving Party that such information: information (ia) was already known to the receiving Party, other than under an obligation of confidentialityconfidentiality (except to the extent such obligation has expired or an exception is applicable under the relevant agreement pursuant to which such obligation was established), at the time of disclosure by the disclosing Party; disclosure, (iib) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; , (iiic) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act no wrongful act, fault or omission of the receiving Party in breach of this Agreement, (d) was independently developed by the receiving Party as demonstrated by written documentation prepared contemporaneously without reference to the disclosing Party’s Confidential Information; or (ive) was disclosed to the receiving Party, other than under an obligation of confidentialityconfidentiality (except to the extent such obligation has expired or an exception is applicable under the relevant agreement pursuant to which such obligation was established), by a third party Third Party who had no obligation to the disclosing Party not to disclose such information to others.

Confidentiality; Exceptions. (a) “Confidential Information of a party shall mean all reports, data and information disclosed by such party to another party, which is (i) in writing and marked “CONFIDENTIAL” or “PROPRIETARY or marked with words of similar import, or (ii) disclosed through oral, visual, or other non-written means, identified as confidential or proprietary at the time of initial disclosure, and summarized and confirmed as confidential or proprietary in writing to the receiving party within thirty (30) days of such disclosure. Any markings, stamps, or legends identifying confidential information shall not impose any obligations on either party inconsistent with this agreement. Any copies of the information made by the receiving party shall reproduce the confidential markings and any other legends contained on such information. (b) Except to the extent expressly authorized by this Agreement or otherwise agreed by the Parties in writing, the Parties agree that, during the term of this Agreement and for five years thereafter, that the receiving Party, its Affiliates, its licensees and its Sublicensees Party shall keep, and shall ensure that their respective employees, officers, directors and trustees shall keep, completely keep confidential and shall not publish or otherwise disclose and shall not or use any Confidential Information for any purpose other than carrying out the obligations of the receiving Party under as expressly provided for in this Agreement except any confidential or proprietary information or materials furnished to it by the other Party pursuant to this Agreement or any confidentiality agreement previously entered into by and between the Parties (collectively, “Confidential Information”). Notwithstanding the foregoing, Confidential Information shall not be deemed to include information or materials to the extent that it can be established by the receiving Party by competent proof in the form of written records maintained documentation by the receiving Party that such information: information or material: (ia) was already known to or possessed by the receiving Party, other than under an obligation of confidentialityconfidentiality (except to the extent such obligation has expired or an exception is applicable under the relevant agreement pursuant to which such obligation was established), at the time of disclosure by the disclosing Party; disclosure; (iib) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; ActiveUS 144208420v.18 (iiic) became generally available to the public or otherwise part of the public domain after its disclosure and to the receiving Party, other than through any act or omission of the receiving Party in breach of this Agreement; (d) was independently developed by the receiving Party without the use of any of the other Party’s Confidential Information, as demonstrated by documented evidence prepared contemporaneously with such independent development; or or (ive) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a third party Third Party who had no obligation to the disclosing Party not to disclose such information to others. For the purposes of this Agreement, all information and Data regarding Licensed Products or Licensed Compounds (but for the avoidance of doubt, subject to Section 2.9, does not include any information and Data regarding ENaC Inhibitors (including any [***]) that are not Licensed Products or Licensed Compounds) generated after the Effective Date pursuant to activities contemplated by this Agreement shall be deemed to be Confidential Information of Vertex and the exceptions set forth in the immediately preceding sentence shall not apply to such information and Data.

Confidentiality; Exceptions. (a) “Confidential Information of a party shall mean all reports, data and information disclosed by such party to another party, which is (i) in writing and marked “CONFIDENTIAL” or “PROPRIETARY or marked with words of similar import, or (ii) disclosed through oral, visual, or other non-written means, identified as confidential or proprietary at the time of initial disclosure, and summarized and confirmed as confidential or proprietary in writing to the receiving party within thirty (30) days of such disclosure. Any markings, stamps, or legends identifying confidential information shall not impose any obligations on either party inconsistent with this agreement. Any copies of the information made by the receiving party shall reproduce the confidential markings and any other legends contained on such information. (b) Except to the extent expressly authorized by this Agreement Agreement, and except as provided in Section 6.2, or otherwise agreed in writing, the Parties agree thatparties shall, during for the term of this Agreement and for five years ************** thereafter, the receiving Party, its Affiliates, its licensees and its Sublicensees shall keep, and shall ensure that their respective employees, officers, directors and trustees shall keep, completely keep confidential and shall not publish or otherwise disclose and shall not disclose, or use for any purpose, any Confidential Information for any purpose furnished to one party by the other than carrying out the obligations of the receiving Party under party pursuant to this Agreement Agreement, except to the extent that it can be established by the receiving Party by competent proof in the form of written records maintained by the receiving Party evidence that such information: Confidential Information: (ia) was already known to the receiving Partyparty, other than under an obligation of confidentiality, at the time of disclosure by the disclosing Party; other party; (iib) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; party; (iiic) became generally available to the public or became otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party party in breach of this Agreement; or ; (ivd) was disclosed to the receiving Partyparty, other than under an obligation of confidentiality, by a third party who had no obligation to the disclosing Party party not to disclose such information Confidential Information to others; or (e) is independently developed by or on behalf of the receiving party by individuals not having access to such Confidential Information. Each party may disclose the other's Confidential Information to the extent such disclosure is reasonably necessary in filing or prosecuting patent applications, prosecuting or defending litigation, or is necessary to be disclosed in connection with the marketing or sale of a Product or is necessary to be disclosed to comply with applicable governmental regulations; provided, however, that if a party is required to make any such disclosure of the other party's Confidential Information it shall, except where impracticable for necessary disclosures, for example to health authorities, give reasonable advance notice to the other party of such disclosure requirement and, except to the extent inappropriate in the case of patent applications, shall use reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed.

Confidentiality; Exceptions. (a) “Confidential Information of a party shall mean all reports, data and information disclosed by such party to another party, which is (i) in writing and marked “CONFIDENTIAL” or “PROPRIETARY or marked with words of similar import, or (ii) disclosed through oral, visual, or other non-written means, identified as confidential or proprietary at the time of initial disclosure, and summarized and confirmed as confidential or proprietary in writing to the receiving party within thirty (30) days of such disclosure. Any markings, stamps, or legends identifying confidential information shall not impose any obligations on either party inconsistent with this agreement. Any copies of the information made by the receiving party shall reproduce the confidential markings and any other legends contained on such information. (b) Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, during the Term and for [ ] thereafter, the Parties agree that, during the term of this Agreement and for five years thereafter, that the receiving Party, its Affiliates, its licensees and its Sublicensees shall keep, and shall ensure that their respective employees, officers, directors and trustees shall keep, completely Party will keep confidential and shall will not publish or otherwise disclose and shall not or use any Confidential Information for any purpose other than carrying out the obligations as provided for in this Agreement any information and materials furnished to it by or on behalf of the receiving other Party under or any of its Affiliates or generated pursuant to this Agreement except (collectively, with the terms of this Agreement, “Confidential Information”). For any Confidential Information that constitutes trade secrets of either Party, the foregoing non-disclosure obligations will continue for as long as such Confidential Information remains trade secrets. For clarity, Confidential Information of a Party or any of its Affiliates will include all information and materials disclosed by such Party or any of its Affiliates or their respective designees that (a) is marked as “Confidential.” “Proprietary.” or with similar designation at the time of disclosure or (b) by its nature can reasonably be expected to be considered Confidential Information by the recipient. Know-How disclosed orally will not be required to be identified as such to be considered Confidential Information. The terms of this Agreement will be deemed to be the Confidential Information of both Parties. The Acquired Assets and all other Confidential lnformation related to TYG100 or any Product will be the Confidential Information of Apollomics. Notwithstanding the foregoing, Confidential Information will not include any information to the extent that it can be established by the receiving Party by competent proof in the form of written records maintained documentation by the receiving Party that such information: (ia) was already known to the receiving Party, other than under an obligation of confidentialityconfidentiality (except to the extent such obligation has expired or an exception is applicable under the relevant agreement pursuant to which such obligation was established), at the time of disclosure by the disclosing Party; disclosure, (iib) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; , (iiic) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; , (d) was independently developed by the receiving Party as demonstrated by written documentation prepared contemporaneously with such independent development, or (ive) was disclosed to the receiving Party, other than under an obligation of confidentialityconfidentiality (except to the extent such obligation has expired or an exception is applicable under the relevant agreement pursuant to which such obligation was established), by a third party Third Party who had no obligation to the disclosing Party not to disclose such information to others.

Confidentiality; Exceptions. (a) “Confidential Information of a party shall mean all reports, data and information disclosed by such party to another party, which is (i) in writing and marked “CONFIDENTIAL” or “PROPRIETARY or marked with words of similar import, or (ii) disclosed through oral, visual, or other non-written means, identified as confidential or proprietary at the time of initial disclosure, and summarized and confirmed as confidential or proprietary in writing to the receiving party within thirty (30) days of such disclosure. Any markings, stamps, or legends identifying confidential information shall not impose any obligations on either party inconsistent with this agreement. Any copies of the information made by the receiving party shall reproduce the confidential markings and any other legends contained on such information. (b) Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, during the term of this Agreement Term and for five [*] years thereafter, the receiving Party, its Affiliates, its licensees and its Sublicensees shall keep, and shall ensure that their respective employees, officers, directors and trustees shall keep, completely Party will keep confidential and shall will not publish or otherwise disclose and shall not or use any Confidential Information for any purpose other than carrying out the obligations of the receiving Party under as provided for in this Agreement except any confidential and proprietary information and materials furnished to it by the other Party pursuant to this Agreement (collectively, “Confidential Information”). For clarity, Confidential Information of a Party will include all information and materials disclosed by such Party or its designee that (a) is marked as “Confidential,” “Proprietary” or with similar designation at the time of disclosure or (b) by its nature can reasonably be expected to be considered Confidential Information. Information disclosed orally shall not be required to be identified as Confidential Information to be considered Confidential Information. Notwithstanding the foregoing, Confidential Information will not include any information to the extent that it can be established by the receiving Party by competent proof in the form of written records maintained documentation by the receiving Party that such information: (i) : 9.1.1. was already known to the receiving Party, other than under an obligation of confidentialityconfidentiality (except to the extent such obligation has expired or an exception is applicable under the relevant agreement pursuant to which such obligation was established), at the time of disclosure by the disclosing Party; (ii) disclosure; 9.1.2. was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (iii) ; 9.1.3. became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; 9.1.4. was independently developed by the receiving Party (without reference to or use of Confidential Information of the other Party) as demonstrated by documented evidence prepared contemporaneously with such independent development; or (iv) or 9.1.5. was disclosed to the receiving Party, other than under an obligation of confidentiality, confidentiality (except to the extent such obligation has expired or an exception is applicable under the relevant agreement pursuant to which such obligation was established) by a third party Third Party who had no obligation to the disclosing Party not to disclose such information to others.

Confidentiality; Exceptions. (a) “Confidential Information of a party shall mean all reports, data and information disclosed by such party to another party, which is (i) in writing and marked “CONFIDENTIAL” or “PROPRIETARY or marked with words of similar import, or (ii) disclosed through oral, visual, or other non-written means, identified as confidential or proprietary at the time of initial disclosure, and summarized and confirmed as confidential or proprietary in writing to the receiving party within thirty (30) days of such disclosure. Any markings, stamps, or legends identifying confidential information shall not impose any obligations on either party inconsistent with this agreement. Any copies of the information made by the receiving party shall reproduce the confidential markings and any other legends contained on such information. (b) Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, during the term of this Agreement Term and for five [*] ([*]) years thereafter, the receiving Party, its Affiliates, its licensees and its Sublicensees Party shall keep, and shall ensure that their respective employees, officers, directors and trustees shall keep, completely keep confidential and shall not publish or otherwise disclose and shall not or use any Confidential Information for any purpose other than carrying out the obligations of the receiving Party under as provided for in this Agreement except any confidential and proprietary information and materials furnished to it by the other Party pursuant to this Agreement (collectively, “Confidential Information”). Collaborator shall have no right to and shall not utilize any Confidential Information of Amgen for activities outside the Territory (including, with respect to the research, development or commercialization of any Competing Product outside the Territory). For clarity, Confidential Information of a Party shall include, without limitation, all information and materials disclosed by such Party or its designee that (i) is marked as “Confidential,” “Proprietary” or with similar designation at the time of disclosure or (ii) by its nature can reasonably be expected to be considered Confidential Information by the recipient. Information disclosed orally shall not be required to be identified as such to be considered Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include any information to the extent that it can be established by the receiving Party by competent proof in the form of written records maintained documentation by the receiving Party that such information: (i) : 11.1.1. was already known to the receiving Party, other than under an obligation of confidentialityconfidentiality (except to the extent such obligation has expired or an exception is applicable under the relevant agreement pursuant to which such obligation was established), at the time of disclosure by the disclosing Party; (ii) disclosure; 11.1.2. was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (iii) ; 11.1.3. became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; 11.1.4. was independently developed by the receiving Party as demonstrated by documented evidence prepared contemporaneously with such independent development; or (iv) or 11.1.5. was disclosed to the receiving Party, other than under an obligation of confidentialityconfidentiality (except to the extent such obligation has expired or an exception is applicable under the relevant agreement pursuant to which such obligation was established), by a third party Third Party who had no obligation to the disclosing Party not to disclose such information to others.

Confidentiality; Exceptions. (a) “Confidential Information of a party shall mean all reports, data and information disclosed by such party to another party, which is (i) in writing and marked “CONFIDENTIAL” or “PROPRIETARY or marked with words of similar import, or (ii) disclosed through oral, visual, or other non-written means, identified as confidential or proprietary at the time of initial disclosure, and summarized and confirmed as confidential or proprietary in writing to the receiving party within thirty (30) days of such disclosure. Any markings, stamps, or legends identifying confidential information shall not impose any obligations on either party inconsistent with this agreement. Any copies of the information made by the receiving party shall reproduce the confidential markings and any other legends contained on such information. (b) Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, during the term of this Agreement Term and for five 5 years thereafter, the receiving Party (the “Receiving Party, its Affiliates, its licensees ”) and its Sublicensees shall keep, and shall ensure that their respective employees, officers, directors and trustees shall keep, completely Affiliates will keep confidential and shall will not publish or otherwise disclose and shall not or use any Confidential Information for any purpose other than carrying out as provided for in this Agreement any Know-How or other confidential and proprietary information and materials, patentable or otherwise in any form (written, oral, photographic, electronic, magnetic, or otherwise) which is disclosed to it by the other Party (the “Disclosing Party”) or its Affiliates or otherwise received or accessed by a Receiving Party in the course of performing its obligations or exercising its rights under this Agreement, including, but not limited to, trade secrets, Know-How, inventions or discoveries, proprietary information, formulae, processes, techniques and information relating to the past, present and future marketing, financial, and research and development activities of any product or potential product or technology of the Disclosing Party or its Affiliates and the pricing thereof (collectively, “Confidential Information”). For clarity, all Regulus Technology shall be Confidential Information of Regulus, and all AstraZeneca Technology shall be Confidential Information of AstraZeneca. Each Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own (but in no event less than reasonable care) to ensure that its employees, agents, consultants and other representatives do not disclose or make any unauthorized use of the Confidential Information. Notwithstanding the foregoing, the foregoing obligations of the receiving Party under this Agreement except confidentiality and non-use shall not apply to the extent that it can be established by the receiving Party by competent proof in the form of written records maintained by the receiving Receiving Party that such information: (i) : 7.1.1 was already known in the lawful knowledge and possession of the Receiving Party or its Affiliates prior to the receiving Partytime it was disclosed to, other than under an obligation of confidentialityor learned by, at the time of disclosure Receiving Party or its Affiliates in connection with this Agreement, or was otherwise developed independently by the disclosing Party; (ii) Receiving Party or its Affiliates, as evidenced by written records kept in the ordinary course of business, or other documentary proof of actual use by the Receiving Party or its Affiliates; 7.1.2 was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (iii) Receiving Party or its Affiliates; 7.1.3 became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Receiving Party or its Affiliates in breach of this Agreement; or (iv) or 7.1.4 was disclosed to the receiving PartyReceiving Party or its Affiliates, other than under an obligation of confidentiality, by a third party Third Party who had no obligation to the disclosing Disclosing Party or its Affiliates not to disclose such information to others.

Confidentiality; Exceptions. (a) “Confidential Information of a party shall mean all reports, data and information disclosed by such party to another party, which is (i) in writing and marked “CONFIDENTIAL” or “PROPRIETARY or marked with words of similar import, or (ii) disclosed through oral, visual, or other non-written means, identified as confidential or proprietary at the time of initial disclosure, and summarized and confirmed as confidential or proprietary in writing to the receiving party within thirty (30) days of such disclosure. Any markings, stamps, or legends identifying confidential information shall not impose any obligations on either party inconsistent with this agreement. Any copies of the information made by the receiving party shall reproduce the confidential markings and any other legends contained on such information. (b) Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, during the term of this Agreement Term and for five [*] years thereafter, the receiving Party, its Affiliates, its licensees and its Sublicensees Party shall keep, and shall ensure that their respective employees, officers, directors and trustees shall keep, completely keep confidential and shall not publish or otherwise disclose and shall not or use any Confidential Information for any purpose other than carrying out the obligations of the receiving Party under as provided for in this Agreement any confidential and proprietary information and materials furnished to it by the other Party pursuant to this Agreement (collectively, “Confidential Information”). Novartis shall have no right to and shall not utilize any Confidential Information of Amgen except as required under the Commercialization Plan or as expressly permitted under the Existing License Agreement. For clarity, Confidential Information of a Party shall include all information and materials disclosed by such Party or its designee that (i) is marked as “Confidential,” “Proprietary” or with similar designation at the time of disclosure or (ii) by its nature can reasonably be expected to be considered Confidential Information by the recipient. Information disclosed orally shall not be required to be identified as such to be considered Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include any information to the extent that it can be established by the receiving Party by competent proof in the form of written records maintained documentation by the receiving Party that such information: (i) : 10.1.1 was already known to the receiving Party, other than under an obligation of confidentialityconfidentiality (except to the extent such obligation has expired or an exception is applicable under the relevant agreement pursuant to which such obligation was established), at the time of disclosure by the disclosing Party; (ii) disclosure; 10.1.2 was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (iii) ; 10.1.3 became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; 10.1.4 was independently developed by the receiving Party (without reference to or use of Confidential Information of the other Party) as demonstrated by documented evidence prepared contemporaneously with such independent development; or (iv) or 10.1.5 was disclosed to the receiving Party, other than under an obligation of confidentialityconfidentiality (except to the extent such obligation has expired or an exception is applicable under the relevant agreement pursuant to which such obligation was established), by a third party Third Party who had no obligation to the disclosing Party not to disclose such information to others.

Confidentiality; Exceptions. (a) “Confidential Information of a party shall mean all reports, data and information disclosed by such party to another party, which is (i) in writing and marked “CONFIDENTIAL” or “PROPRIETARY or marked with words of similar import, or (ii) disclosed through oral, visual, or other non-written means, identified as confidential or proprietary at the time of initial disclosure, and summarized and confirmed as confidential or proprietary in writing to the receiving party within thirty (30) days of such disclosure. Any markings, stamps, or legends identifying confidential information shall not impose any obligations on either party inconsistent with this agreement. Any copies of the information made by the receiving party shall reproduce the confidential markings and any other legends contained on such information. (b) Except to the extent expressly authorized by this Agreement or otherwise agreed in writingwriting or required as a condition of sublicense, the Parties agree that, during the term of this Agreement Term and for five ten (10) years thereafterthereafter (except for Know-How, which shall be perpetual), the receiving Party, its Affiliates, its licensees and its Sublicensees shall keep, and shall ensure that their respective employees, officers, directors and trustees shall keep, completely Party will keep confidential and shall will not publish or otherwise disclose and shall not or use any Confidential Information for any purpose other than carrying out the obligations of the receiving Party under as provided for in this Agreement except any Information furnished to it by the other Party pursuant to this Agreement (collectively, “Confidential Information”). Further, subject to Authorized Disclosures of Section 8.2, CTX shall keep Zomedica’s Confidential Information confidential until the information is no longer confidential. To the extent that Zomedica will be conducting and funding the research pursuant to the Research Plan, all information generated thereunder shall be the Confidential Information of Zomedica. Notwithstanding the foregoing, Confidential Information will not include any information to the extent that it can be established by the receiving Party by competent proof in the form of written records maintained documentation by the receiving Party that such information: : (ia) is obtained or was already known to by the receiving Party, other than Party or its Affiliates as a result of disclosure from a Third Party that the receiving Party neither knew nor should have known was under an obligation of confidentiality, at the time of disclosure by confidentiality to the disclosing Party; Party with respect to such information; (iib) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; Party through no act or omission of the receiving Party or its Affiliates in breach of this Agreement; (iiic) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party or its Affiliates in breach of this Agreement; or (d) is independently discovered or developed by the receiving Party or its Affiliates (ivwithout reference to or use of Confidential Information of the disclosing Party) was disclosed to as demonstrated by the receiving Party, ’s documented evidence prepared contemporaneously with such independent Development or other than under an obligation of confidentiality, by a third party who had no obligation to the disclosing Party not to disclose such information to othersequally competent evidence.

Confidentiality; Exceptions. (a) “Confidential Information of a party shall mean all reports, data and information disclosed by such party to another party, which is (i) in writing and marked “CONFIDENTIAL” or “PROPRIETARY or marked with words of similar import, or (ii) disclosed through oral, visual, or other non-written means, identified as confidential or proprietary at the time of initial disclosure, and summarized and confirmed as confidential or proprietary in writing to the receiving party within thirty (30) days of such disclosure. Any markings, stamps, or legends identifying confidential information shall not impose any obligations on either party inconsistent with this agreement. Any copies of the information made by the receiving party shall reproduce the confidential markings and any other legends contained on such information. (b) Except to the extent expressly authorized by this Agreement or otherwise agreed by the Parties in writing, the Parties agree that, during the term of this Agreement and for five years thereafter[**] thereafter and, with respect to any Confidential Information that is Know-How Controlled by Selecta and related to the Manufacture of any Licensed Particle, for so long as such Confidential Information remains a trade secret, the Parties agree that the receiving Party, its Affiliates, its licensees and its Sublicensees Party shall keep, and shall ensure that their respective employees, officers, directors and trustees shall keep, completely keep confidential and shall not publish or otherwise disclose and shall not or use any Confidential Information for any purpose other than carrying out the obligations of the receiving Party under as provided for in this Agreement except any Confidential Information furnished to it by the other Party pursuant to this Agreement. For clarity, Confidential Information of a Party shall include all information and materials disclosed by such Party or its designee that (x) if disclosed in writing or other tangible form, is marked as “Confidential,” “Proprietary” or with similar designation at the time of disclosure, (y) if disclosed verbally or in other intangible form, is indicated upon first disclosure as being confidential or (z) by its nature can reasonably be expected to be considered Confidential Information by the recipient. Notwithstanding the foregoing, Confidential Information shall not be deemed to include information or materials to the extent that it can be established by the receiving Party by competent proof in the form of written records maintained documentation by the receiving Party that such information: information or material: (ia) was already known to or possessed by the receiving Party, other than under an obligation of confidentialityconfidentiality (except to the extent such obligation has expired or an exception is applicable under the relevant agreement pursuant to which such obligation established), at the time of disclosure by the disclosing Party; disclosure; (iib) was generally available to the public or otherwise part of the public domain at the time of its first disclosure to the receiving Party; ; (iiic) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; (d) was independently developed by the receiving Party as demonstrated by documented evidence prepared contemporaneously with such independent development; or or (ive) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a third party Third Party who had no obligation to the disclosing Party not to disclose such information to others.

Confidentiality; Exceptions. (a) “Confidential Information of a party shall mean all reports, data and information disclosed by such party to another party, which is (i) in writing and marked “CONFIDENTIAL” or “PROPRIETARY or marked with words of similar import, or (ii) disclosed through oral, visual, or other non-written means, identified as confidential or proprietary at the time of initial disclosure, and summarized and confirmed as confidential or proprietary in writing to the receiving party within thirty (30) days of such disclosure. Any markings, stamps, or legends identifying confidential information shall not impose any obligations on either party inconsistent with this agreement. Any copies of the information made by the receiving party shall reproduce the confidential markings and any other legends contained on such information. (b) Except to the extent expressly authorized by this Agreement or otherwise agreed by the Parties in writing, the Parties agree that, during the term of this Agreement and for five ten (10) years thereafter, the Parties agree that the receiving Party, its Affiliates, its licensees and its Sublicensees Party shall keep, and shall ensure that their respective employees, officers, directors and trustees shall keep, completely keep confidential and shall not publish or otherwise disclose and shall not or use any Confidential Information for any purpose other than carrying out the obligations of the receiving Party under as provided for in this Agreement except any Confidential Information furnished to it by the other Party pursuant to this Agreement. For clarity, Confidential Information of a Party shall include all information and materials disclosed by such Party or its designee that (x) if disclosed in writing or other tangible form, is marked as “Confidential,” “Proprietary” or with similar designation at the time of disclosure, (y) if disclosed verbally or in other intangible form, is indicated upon first disclosure as being confidential or (z) by its nature can reasonably be expected to be considered Confidential Information by the recipient. Notwithstanding the foregoing, Confidential Information shall not be deemed to include information or materials to the extent that it can be established by the receiving Party by competent proof in the form of written records maintained documentation by the receiving Party that such information: information or material: (ia) was already known to or possessed by the receiving Party, other than under an obligation of confidentialityconfidentiality (except to the extent such obligation has expired or an exception is applicable under the relevant agreement pursuant to which such obligation established), at the time of disclosure by the disclosing Party; disclosure; (iib) was generally available to the public or otherwise part of the public domain at the time of its first disclosure to the receiving Party; ; (iiic) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; (d) was independently developed by the receiving Party as demonstrated by documented evidence prepared contemporaneously with such independent development; or or (ive) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a third party Third Party who had no obligation to the disclosing Party not to disclose such information to others.

Confidentiality; Exceptions. (a) “Confidential Information of a party shall mean all reports, data and information disclosed by such party to another party, which is (i) in writing and marked “CONFIDENTIAL” or “PROPRIETARY or marked with words of similar import, or (ii) disclosed through oral, visual, or other non-written means, identified as confidential or proprietary at the time of initial disclosure, and summarized and confirmed as confidential or proprietary in writing to the receiving party within thirty (30) days of such disclosure. Any markings, stamps, or legends identifying confidential information shall not impose any obligations on either party inconsistent with this agreement. Any copies of the information made by the receiving party shall reproduce the confidential markings and any other legends contained on such information. (b) Except to the extent expressly authorized by this Agreement or otherwise agreed by the Parties in writing, the Parties agree that, during that the term of this Agreement and for five years thereafter, Party receiving confidential information (the receiving “Receiving Party, its Affiliates, its licensees and its Sublicensees ”) from the other Party shall keep, and shall ensure that their respective employees, officers, directors and trustees shall keep, completely keep confidential and shall not publish or otherwise disclose and shall not or use any Confidential Information for any purpose other than carrying out the obligations of the receiving Party under as provided for in this Agreement except any data, technical information, business information, or other confidential or proprietary information furnished to it by the other Party pursuant to this Agreement (collectively, “Confidential Information”). Confidential Information that is disclosed in writing shall be marked, or disclosed under cover that is marked, with the legend “CONFIDENTIAL” or another similar legend. Notwithstanding the foregoing, Confidential Information shall not be deemed to include information to the extent that it can be established by the receiving Party by competent proof in the form of written records maintained documentation by the receiving Receiving Party that such information: information or material: (ia) was already known to or possessed by the receiving Receiving Party, other than under an obligation of confidentialityconfidentiality (except to the extent such obligation has expired or an exception is applicable under the relevant agreement pursuant to which such obligation was established), at the time of disclosure by the disclosing Party; disclosure; (iib) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Receiving Party; ; (iiic) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Receiving Party (or any person to whom the Receiving Party made available Confidential Information) in breach of this Agreement; (d) was independently developed by the Receiving Party without any reference to Confidential Information as demonstrated by documented evidence prepared contemporaneously with such independent development; or or (ive) was disclosed to the receiving Receiving Party, other than under an obligation of confidentiality, by a third party Third Party who had no obligation to the disclosing Party not to disclose such information to others. For purposes of the foregoing, information that is specific in nature shall not be deemed to be within such provisions merely because it is embraced by more general information in the public domain or in the possession of the receiving Party.

Confidentiality; Exceptions. (a) “Confidential Information In the course of performance under this Agreement or during the discussions leading thereto, a party may disclose, or may have disclosed, to the other confidential information belonging to such party in writing, orally, by demonstration or sample or otherwise, which information is marked or stated in writing to be confidential or trade secret information, or where the circumstances of the disclosure and/or the nature of the information otherwise reasonably give notice of the confidential character of the information. All such confidential information of a party shall mean all reports, data be maintained in confidence by the other and information disclosed will not be used by such the other party to another party, which is (i) in writing and marked “CONFIDENTIAL” or “PROPRIETARY or marked with words of similar import, or (ii) disclosed through oral, visual, or other non-written means, identified for any purpose except as confidential or proprietary at the time of initial disclosureauthorized hereunder. Each party shall exercise, and summarized and confirmed as confidential or proprietary in writing to the receiving party within thirty (30) days of such disclosure. Any markings, stamps, or legends identifying confidential information shall not impose any obligations on either party inconsistent with this agreement. Any copies of the information made by the receiving party shall reproduce the confidential markings and any other legends contained on such information. (b) Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, during the term of this Agreement and for five years thereafter, the receiving Party, cause its Affiliates, its licensees and its Sublicensees shall keepsublicensees, and consultants to exercise, a reasonable degree of care and at least the same degree of care as it uses to protect its own confidential information of similar nature to preserve the confidentiality of such information of the other party. Each party shall ensure safeguard such information against disclosure to third parties, including without limitation employees and persons working or consulting for such party that their respective employeesdo not have an established, officers, directors current need to know such information for purposes authorized under this Agreement. This obligation of confidentiality does not apply to information and trustees shall keep, completely confidential and shall not publish or otherwise disclose and shall not use any Confidential Information for any purpose other than carrying out material: 10.1.1 that were properly in the obligations possession of the receiving Party under this Agreement except party, without any restriction on use or disclosure, prior to receipt from the extent other party; 10.1.2 that it can be established by the receiving Party by competent proof in the form of written records maintained by the receiving Party that such information: (i) was already known to the receiving Party, other than under an obligation of confidentiality, are at the time of disclosure by the disclosing Party; (ii) was generally available to the public or otherwise part of hereunder in the public domain at the time of its disclosure to the receiving Party; (iii) became generally available to the by public use, publication, or otherwise part of the general knowledge; 10.1.3 that become general or public domain after its disclosure and other than knowledge through any act or omission no fault of the receiving Party in breach of this Agreement; party or (iv) was disclosed to its Affiliates following disclosure hereunder; 10.1.4 that are properly obtained by the receiving Party, other than under an obligation of confidentiality, by party from a third party who had no not under a confidentiality obligation to the disclosing Party not party hereto; 10.1.5 that are documented to disclose have been independently developed by or on behalf of the receiving party without the assistance of the confidential information of the other party; 10.1.6 that consist merely of an idea for the combination of one or more active drug ingredients with an extended release agent such information as TIMERx; or 10.1.7 to othersthe extent the same are required to be disclosed by order of any court or governmental authority; PROVIDED, HOWEVER, that the receiving party shall use its Best Commercial Efforts to give the disclosing party prior notice of any such disclosure so as to afford the disclosing party a reasonable opportunity to seek, at the expense of the disclosing party, such protective orders or other relief as may be available in the circumstances.

Confidentiality; Exceptions. (a) “Confidential Information of a party shall mean all reports, data and information disclosed by such party to another party, which is (i) in writing and marked “CONFIDENTIAL” or “PROPRIETARY or marked with words of similar import, or (ii) disclosed through oral, visual, or other non-written means, identified as confidential or proprietary at the time of initial disclosure, and summarized and confirmed as confidential or proprietary in writing to the receiving party within thirty (30) days of such disclosure. Any markings, stamps, or legends identifying confidential information shall not impose any obligations on either party inconsistent with this agreement. Any copies of the information made by the receiving party shall reproduce the confidential markings and any other legends contained on such information. (b) Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, during the term of this Agreement Term and for five [***] years thereafter, the receiving Party, its Affiliates, its licensees and its Sublicensees Party shall keep, and shall ensure that their respective employees, officers, directors and trustees shall keep, completely keep confidential and shall not publish or otherwise disclose and shall not or use any Confidential Information for any purpose other than carrying out as provided for in this Agreement any confidential and proprietary information and materials furnished to it by the obligations other Party pursuant to this Agreement (collectively, “Confidential Information”). Novartis shall have no right to and shall not utilize any Confidential Information of the receiving Party Amgen except as required to enforce its rights under this Agreement except or as expressly permitted under the Global Agreement. For clarity, Confidential Information of a Party shall include all information and materials disclosed by such Party or its designee that (i) is marked as “Confidential,” “Proprietary” or with similar designation at the time of disclosure or (ii) by its nature can reasonably be expected to be considered Confidential Information by the recipient. Information disclosed orally shall not be required to be identified as such to be considered Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include any information to the extent that it can be established by the receiving Party by competent proof in the form of written records maintained documentation by the receiving Party that such information: (i) : 10.1.1 was already known to the receiving Party, other than under an obligation of confidentialityconfidentiality (except to the extent such obligation has expired or an exception is applicable under the relevant agreement pursuant to which such obligation was established), at the time of disclosure by the disclosing Party; (ii) disclosure; 10.1.2 was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (iii) ; 10.1.3 became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; 10.1.4 was independently developed by the receiving Party (without reference to or use of Confidential Information of the other Party) as demonstrated by documented evidence prepared contemporaneously with such independent development; or (iv) or 10.1.5 was disclosed to the receiving Party, other than under an obligation of confidentialityconfidentiality (except to the extent such obligation has expired or an exception is applicable under the relevant agreement pursuant to which such obligation was established), by a third party Third Party who had no obligation to the disclosing Party not to disclose such information to others.

Confidentiality; Exceptions. (a) “Confidential Information of a party shall mean all reports, data and information disclosed by such party to another party, which is (i) in writing and marked “CONFIDENTIAL” or “PROPRIETARY or marked with words of similar import, or (ii) disclosed through oral, visual, or other non-written means, identified as confidential or proprietary at the time of initial disclosure, and summarized and confirmed as confidential or proprietary in writing to the receiving party within thirty (30) days of such disclosure. Any markings, stamps, or legends identifying confidential information shall not impose any obligations on either party inconsistent with this agreement. Any copies of the information made by the receiving party shall reproduce the confidential markings and any other legends contained on such information. (b) Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, during the Term and for [***] thereafter, the Parties agree that, during the term of this Agreement and for five years thereafter, that the receiving Party, its Affiliates, its licensees and its Sublicensees shall keep, and shall ensure that their respective employees, officers, directors and trustees shall keep, completely Party will keep confidential and shall will not publish or otherwise disclose and shall not or use any Confidential Information for any purpose other than carrying out the obligations as provided for in this Agreement any information and materials furnished to it by or on behalf of the receiving other Party under or any of its Affiliates or generated pursuant to this Agreement except (collectively, “Confidential Information”). For clarity, Confidential Information of a Party or any of its Affiliates will include, without limitation, all information and materials disclosed by such Party or any of its Affiliates or their respective designees that (a) is marked as “Confidential,” “Proprietary” or with similar designation at the time of disclosure or (b) by its nature can reasonably be expected to be considered Confidential Information by the recipient. Know-How disclosed orally will not be required to be identified as such to be considered Confidential Information. The terms of this Agreement will be deemed to be the Confidential Information of both Parties. Notwithstanding the foregoing, Confidential Information will not include any information to the extent that it can be established by the receiving Party by competent proof in the form of written records maintained documentation by the receiving Party that such information: information (ia) was already known to the receiving Party, other than under an obligation of confidentialityconfidentiality (except to the extent such obligation has expired or an exception is applicable under the relevant agreement pursuant to which such obligation was established), at the time of disclosure by the disclosing Party; disclosure, (iib) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; , (iiic) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement, (d) was independently developed by the receiving Party as demonstrated by written documentation prepared contemporaneously with such independent development; or (ive) was disclosed to the receiving Party, other than under an obligation of confidentialityconfidentiality (except to the extent such obligation has expired or an exception is applicable under the relevant agreement pursuant to which such obligation was established), by a third party Third Party who had no obligation to the disclosing Party not to disclose such information to others.

Confidentiality; Exceptions. (a) “Confidential Information In the course of performance under this Agreement or during the discussions leading thereto, a party may disclose, or may have disclosed, to the other confidential information belonging to such party in writing, orally, by demonstration or sample or otherwise, which information is marked or stated in writing to be confidential or trade secret information, or where the circumstances of the disclosure and/or the nature of the information otherwise reasonably give notice of the confidential character of the information. All such confidential information of a party shall mean all reports, data be maintained in confidence by the other and information disclosed will not be used by such the other party to another party, which is (i) in writing and marked “CONFIDENTIAL” or “PROPRIETARY or marked with words of similar import, or (ii) disclosed through oral, visual, or other non-written means, identified for any purpose except as confidential or proprietary at the time of initial disclosureauthorized hereunder. Each party shall exercise, and summarized and confirmed as confidential or proprietary in writing to the receiving party within thirty (30) days of such disclosure. Any markings, stamps, or legends identifying confidential information shall not impose any obligations on either party inconsistent with this agreement. Any copies of the information made by the receiving party shall reproduce the confidential markings and any other legends contained on such information. (b) Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, during the term of this Agreement and for five years thereafter, the receiving Party, cause its Affiliates, its licensees and its Sublicensees shall keepsublicensees, and consultants to exercise, a reasonable degree of care and at least the same degree of care as it uses to protect its own confidential information of similar nature to preserve the confidentiality of such information of the other party. Each party shall ensure safeguard such information against disclosure to third parties, including without limitation employees and persons working or consulting for such party that their respective employeesdo not have an established, officers, directors current need to know such information for purposes authorized under this Agreement. This obligation of confidentiality does not apply to information and trustees shall keep, completely confidential and shall not publish or otherwise disclose and shall not use any Confidential Information for any purpose other than carrying out material: 10.1.1 that were properly in the obligations possession of the receiving Party under this Agreement except party, without any restriction on use or disclosure, prior to receipt from the extent other party; 10.1.2 that it can be established by the receiving Party by competent proof in the form of written records maintained by the receiving Party that such information: (i) was already known to the receiving Party, other than under an obligation of confidentiality, are at the time of disclosure by the disclosing Party; (ii) was generally available to the public or otherwise part of hereunder in the public domain at the time of its disclosure to the receiving Party; (iii) became generally available to the by public use, publication, or otherwise part of the general knowledge; 10.1.3 that become general or public domain after its disclosure and other than knowledge through any act or omission no fault of the receiving Party in breach of this Agreement; party or (iv) was disclosed to its Affiliates following disclosure hereunder; 10.1.4 that are properly obtained by the receiving Party, other than under an obligation of confidentiality, by party from a third party who had no not under a confidentiality obligation to the disclosing Party not party hereto; 10.1.5 that are documented to disclose have been independently developed by or on behalf of the receiving party without the assistance of the confidential information of the other party; 10.1.6 that consist merely of an idea for the combination of one or more active drug ingredients with an extended release agent such information as TIMERx; or 10.1.7 to othersthe extent the same are required to be disclosed by order of any court or governmental authority; provided, however, that the receiving party shall use its Best Commercial Efforts to give the disclosing party prior notice of any such disclosure so as to afford the disclosing party a reasonable opportunity to seek, at the expense of the disclosing party, such protective orders or other relief as may be available in the circumstances.

Confidentiality; Exceptions. (a) “Confidential Information of a party shall mean all reports, data and information disclosed by such party to another party, which is (i) in writing and marked “CONFIDENTIAL” or “PROPRIETARY or marked with words of similar import, or (ii) disclosed through oral, visual, or other non-written means, identified as confidential or proprietary at the time of initial disclosure, and summarized and confirmed as confidential or proprietary in writing to the receiving party within thirty (30) days of such disclosure. Any markings, stamps, or legends identifying confidential information shall not impose any obligations on either party inconsistent with this agreement. Any copies of the information made by the receiving party shall reproduce the confidential markings and any other legends contained on such information. (b) Except to the extent expressly authorized by this Agreement ARTICLE 8 or otherwise agreed in writing, the Parties agree each Party hereby agrees that, during the term of this Agreement Term and for five years [***] thereafter, the receiving Party, its Affiliates, its licensees and its Sublicensees it shall keep, and shall ensure that their respective employees, officers, directors and trustees shall keep, completely keep confidential and shall not publish or otherwise disclose and shall not or use any Confidential Information for any purpose other than carrying out as explicitly provided for in this Agreement any Confidential Information of the other Party. Notwithstanding the foregoing, any Confidential Information that constitutes a trade secret shall not be subject to such [***] term, but shall continue to be subject to the obligations of confidentiality and non-use set forth in this Agreement for as long as such trade secret remains confidential. The terms and conditions of this Agreement shall be deemed to be Confidential Information of each Party. Notwithstanding the receiving Party foregoing, a Party’s obligations under this Agreement except ARTICLE 8 shall not apply to the extent that it can be established by the receiving Party by competent proof in the form of written records maintained by the receiving Party Confidential Information that such information: Party can demonstrate by contemporaneous written records: (ia) was is already lawfully known to the receiving such Party, other than under an obligation of confidentiality, confidentiality at the time of disclosure by the disclosing other Party as evidenced by written records kept in the ordinary course of business, or other documentary proof of actual use by such Party; ; (iib) was is generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving such Party; [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (iiic) became becomes generally available to the public or otherwise part of the public domain after its disclosure to such Party and other than through any act or omission of the receiving such Party or its Affiliates in breach violation of this Agreement; (d) is independently developed by such Party as demonstrated by documented evidence prepared contemporaneously with such independent development; or or (ive) was is lawfully disclosed to the receiving such Party, other than under an obligation of confidentiality, by a third party Third Party who had no obligation to the disclosing Party not to disclose such information to others.;

Confidentiality; Exceptions. (a) “Confidential Information of a party shall mean all reports, data and information disclosed by such party to another party, which is (i) in writing and marked “CONFIDENTIAL” or “PROPRIETARY or marked with words of similar import, or (ii) disclosed through oral, visual, or other non-written means, identified as confidential or proprietary at the time of initial disclosure, and summarized and confirmed as confidential or proprietary in writing to the receiving party within thirty (30) days of such disclosure. Any markings, stamps, or legends identifying confidential information shall not impose any obligations on either party inconsistent with this agreement. Any copies of the information made by the receiving party shall reproduce the confidential markings and any other legends contained on such information. (b) Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, during for the term of this Agreement and for five ten years thereafter, the receiving Party, its Affiliates, its licensees and its Sublicensees Party shall keep, and shall ensure that their respective employees, officers, directors and trustees shall keep, completely keep confidential and shall not publish or otherwise disclose and shall not or use any Confidential Information for any purpose other than carrying out the obligations of the receiving Party under as provided for in this Agreement except any information, data and materials, including scientific, pre-clinical, clinical, regulatory, manufacturing, marketing, financial, and commercial information furnished to it by the other Party pursuant to this Agreement that is designated Confidential in writing by the disclosing Party (collectively, “Confidential Information”). A Party that discloses information orally may designate it as Confidential Information by describing the orally disclosed information and designating it Confidential in writing to the other Party within 10 days after the initial oral disclosure. The CareLink Data is the Confidential Information of Medtronic and the Combined Study Data and De-identified Study Data are the Confidential Information of ARCA, regardless of any failure to hereafter so designate the information as Confidential. Designated information, data and materials are not Confidential Information to the extent that it can be established by the receiving Party by competent proof in the form of written records maintained by the receiving Party that such information: Confidential Information: (ia) was already known to the receiving Party, other than under an obligation of confidentiality, at the time of disclosure by the disclosing Partyother Party and such receiving Party has documentary evidence to that effect; [ * ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (iib) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; ; (iiic) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; or ; (ivd) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a third party Third Party who had no obligation to the disclosing Party not to disclose such information to others; or (e) was independently developed by the receiving Party without use of the Confidential Information of the disclosing Party.

Confidentiality; Exceptions. (a) “Confidential Information of a party shall mean all reports, data and information disclosed by such party to another party, which is (i) in writing and marked “CONFIDENTIAL” or “PROPRIETARY or marked with words of similar import, or (ii) disclosed through oral, visual, or other non-written means, identified as confidential or proprietary at the time of initial disclosure, and summarized and confirmed as confidential or proprietary in writing to the receiving party within thirty (30) days of such disclosure. Any markings, stamps, or legends identifying confidential information shall not impose any obligations on either party inconsistent with this agreement. Any copies of the information made by the receiving party shall reproduce the confidential markings and any other legends contained on such information. (b) Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, during the term of this Agreement Term and for five [*] years thereafter, the receiving Party, its Affiliates, its licensees and its Sublicensees Party shall keep, and shall ensure that their respective employees, officers, directors and trustees shall keep, completely keep confidential and shall not publish or otherwise disclose and shall not or use any Confidential Information for any purpose other than carrying out as provided for in this Agreement any confidential and proprietary information and materials furnished to it by the obligations other Party pursuant to this Agreement (collectively, “Confidential Information”) (including information known by the employees of Amgen KK and/or materials in the possession of Amgen KK prior to the consummation of the receiving transactions contemplated in the Sale and Purchase Agreement, which shall be considered the Confidential Information of Amgen). Licensee shall have no right to and shall not utilize any Confidential Information of Amgen for activities outside the Territory (including, with respect to the research, development or commercialization of any Distracting Product outside the Territory). For clarity, Confidential Information of a Party under this Agreement except shall include, without limitation, all information and materials disclosed by such Party or its designee that (i) is marked as “Confidential,” “Proprietary” or with similar designation at the time of disclosure or (ii) by its nature can reasonably be expected to be considered Confidential Information by the recipient. Information disclosed orally shall not be required to be identified as such to be considered Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include any information to the extent that it can be established by the receiving Party by competent proof in the form of written records maintained documentation by the receiving Party that such information: (i) : 10.1.1. was already known to the receiving Party, other than under an obligation of confidentialityconfidentiality (except to the extent such obligation has expired or an exception is applicable under the relevant agreement pursuant to which such obligation was established), at the time of disclosure by the disclosing Party; (ii) disclosure; 10.1.2. was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (iii) ; 10.1.3. became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; 10.1.4. was independently developed by the receiving Party (without reference to or use of Confidential Information of the other Party) as demonstrated by documented evidence prepared contemporaneously with such independent development; or (iv) or 10.1.5. was disclosed to the receiving Party, other than under an obligation of confidentialityconfidentiality (except to the extent such obligation has expired or an exception is applicable under the relevant agreement pursuant to which such obligation was established), by a third party Third Party who had no obligation to the disclosing Party not to disclose such information to others.

Confidentiality; Exceptions. (a) “Confidential Information of a party shall mean all reports, data and information disclosed by such party to another party, which is (i) in writing and marked “CONFIDENTIAL” or “PROPRIETARY or marked with words of similar import, or (ii) disclosed through oral, visual, or other non-written means, identified as confidential or proprietary at the time of initial disclosure, and summarized and confirmed as confidential or proprietary in writing to the receiving party within thirty (30) days of such disclosure. Any markings, stamps, or legends identifying confidential information shall not impose any obligations on either party inconsistent with this agreement. Any copies of the information made by the receiving party shall reproduce the confidential markings and any other legends contained on such information. (b) Except to the extent expressly authorized by this Agreement ARTICLE 8 or otherwise agreed in writing, the Parties agree each Party hereby agrees that, during the term of this Agreement Term and for five years [***] thereafter, the receiving Party, its Affiliates, its licensees and its Sublicensees it shall keep, and shall ensure that their respective employees, officers, directors and trustees shall keep, completely keep confidential and shall not publish or otherwise disclose and shall not or use any Confidential Information for any purpose other than carrying out as explicitly provided for in this Agreement any Confidential Information of the other Party. Notwithstanding the foregoing, any Confidential Information that [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. constitutes a trade secret shall not be subject to such [***] term, but shall continue to be subject to the obligations of confidentiality and non-use set forth in this Agreement for as long as such trade secret remains confidential. The terms and conditions of this Agreement shall be deemed to be Confidential Information of each Party. Notwithstanding the receiving Party foregoing, a Party’s obligations under this Agreement except ARTICLE 8 shall not apply to the extent that it can be established by the receiving Party by competent proof in the form of written records maintained by the receiving Party Confidential Information that such information: Party can demonstrate by contemporaneous written records: (ia) was is already lawfully known to the receiving such Party, other than under an obligation of confidentiality, confidentiality at the time of disclosure by the disclosing other Party as evidenced by written records kept in the ordinary course of business, or other documentary proof of actual use by such Party; ; (iib) was is generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving such Party; ; (iiic) became becomes generally available to the public or otherwise part of the public domain after its disclosure to such Party and other than through any act or omission of the receiving such Party or its Affiliates in breach violation of this Agreement; (d) is independently developed by such Party as demonstrated by documented evidence prepared contemporaneously with such independent development; or or (ive) was is lawfully disclosed to the receiving such Party, other than under an obligation of confidentiality, by a third party Third Party who had no obligation to the disclosing Party not to disclose such information to others.;

Confidentiality; Exceptions. (a) “Confidential Information of a party shall mean all reports, data and information disclosed by such party to another party, which is (i) in writing and marked “CONFIDENTIAL” or “PROPRIETARY or marked with words of similar import, or (ii) disclosed through oral, visual, or other non-written means, identified as confidential or proprietary at the time of initial disclosure, and summarized and confirmed as confidential or proprietary in writing to the receiving party within thirty (30) days of such disclosure. Any markings, stamps, or legends identifying confidential information shall not impose any obligations on either party inconsistent with this agreement. Any copies of the information made by the receiving party shall reproduce the confidential markings and any other legends contained on such information. (b) Except to the extent expressly authorized by this Agreement Agreement, and except as provided in Section 6.2, or otherwise agreed in writing, the Parties agree thatparties shall, during for the term of this Agreement and for five years ************* thereafter, the receiving Party, its Affiliates, its licensees and its Sublicensees shall keep, and shall ensure that their respective employees, officers, directors and trustees shall keep, completely keep confidential and shall not publish or otherwise disclose and shall not disclose, or use for any purpose, any Confidential Information for any purpose furnished to one party by the other than carrying out the obligations of the receiving Party under party pursuant to this Agreement Agreement, except to the extent that it can be established by the receiving Party by competent proof in the form of written records maintained by the receiving Party evidence that such information: Confidential Information: (ia) was already known to the receiving Partyparty, other than under an obligation of confidentiality, at the time of disclosure by the disclosing Party; other party; (iib) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; party; (iiic) became generally available to the public or became otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party party in breach of this Agreement; or ; (ivd) was disclosed to the receiving Partyparty, other than under an obligation of confidentiality, by a third party who had no obligation to the disclosing Party party not to disclose such information Confidential Information to others; or (e) is independently developed by or on behalf of the receiving party by individuals not having access to such Confidential Information. Each party may disclose the other's Confidential Information to the extent such disclosure is reasonably necessary in filing or prosecuting patent applications, prosecuting or defending litigation, or is necessary to be disclosed in connection with the marketing or sale of a Product or is necessary to be disclosed to comply with applicable governmental regulations; provided, however, that if a party is required to make any such disclosure of the other party's Confidential Information it shall, except where impracticable for necessary disclosures, for example to health authorities, give reasonable advance notice to the other party of such disclosure requirement and, except to the extent inappropriate in the case of patent applications, shall use reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed.

Confidentiality; Exceptions. (a) “Confidential Information of a party shall mean all reports, data and information disclosed by such party to another party, which is (i) in writing and marked “CONFIDENTIAL” or “PROPRIETARY or marked with words of similar import, or (ii) disclosed through oral, visual, or other non-written means, identified as confidential or proprietary at the time of initial disclosure, and summarized and confirmed as confidential or proprietary in writing to the receiving party within thirty (30) days of such disclosure. Any markings, stamps, or legends identifying confidential information shall not impose any obligations on either party inconsistent with this agreement. Any copies of the information made by the receiving party shall reproduce the confidential markings and any other legends contained on such information. (b) Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, during the term of this Agreement Term and for five years thereafter[***], the receiving Party, its Affiliates, its licensees and its Sublicensees Party shall keep, and shall ensure that their respective employees, officers, directors and trustees shall keep, completely keep confidential and shall not publish or otherwise disclose and shall not or use any Confidential Information for any purpose other than carrying out the obligations as provided for in this Agreement any confidential and proprietary information and materials furnished to it by or on behalf of the receiving other Party under with respect to the subject matter of or as required by this Agreement except (collectively, “Confidential Information”). All Confidential Information of a Party shall (a) if disclosed in written form, be marked as “Confidential,” “Proprietary” or with similar designation at the time of disclosure, (b) if disclosed by other means, within [***] days after initial disclosure be described in a written document and marked as “Confidential,” “Proprietary” or with similar designation, and (c) exclude all information unrelated to the subject matter of this Agreement. The terms and conditions of this Agreement shall be the Confidential Information of both Parties. Notwithstanding the foregoing, Confidential Information (other than the terms and conditions of this Agreement) shall exclude any information to the extent that it can be established by the receiving Party by competent proof in the form of written records maintained documentation by the receiving Party that such information: (i) Confidential Information: 5.1.1 was already known to the receiving Party, other than under an obligation of confidentiality, at the time of disclosure by the disclosing Party; (ii) disclosure; 5.1.2 was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (iii) ; 5.1.3 became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; 5.1.4 was independently developed by the receiving Party (without reference to or use of Confidential Information of the other Party) as demonstrated by documented evidence prepared contemporaneously with such independent development; or (iv) or 5.1.5 was disclosed to the receiving Party, other than under an obligation of confidentiality, by a third party Third Party who had no obligation to the disclosing Party or any other Third Party not to disclose such information Confidential Information to others.

Confidentiality; Exceptions. (a) “Confidential Information of a party shall mean all reports, data and information disclosed by such party to another party, which is (i) in writing and marked “CONFIDENTIAL” or “PROPRIETARY or marked with words of similar import, or (ii) disclosed through oral, visual, or other non-written means, identified as confidential or proprietary at the time of initial disclosure, and summarized and confirmed as confidential or proprietary in writing to the receiving party within thirty (30) days of such disclosure. Any markings, stamps, or legends identifying confidential information shall not impose any obligations on either party inconsistent with this agreement. Any copies of the information made by the receiving party shall reproduce the confidential markings and any other legends contained on such information. (b) Except to the extent expressly authorized by in connection with this Agreement or otherwise agreed by the parties in writing, the Parties parties agree that, at all times during the term of this Agreement and for five years thereafter(5) year period following receipt, the receiving Partyparty shall keep completely confidential, its Affiliates, its licensees and its Sublicensees shall keep, and shall ensure that their respective employees, officers, directors and trustees shall keep, completely confidential and shall not publish or otherwise disclose and shall not use any Confidential Information directly or indirectly for any purpose any information furnished to it by the other than carrying out party pursuant to this Agreement, including, without limitation, the obligations of the receiving Party under this Agreement BMS Know-How, except to the extent that it can be established by the receiving Party party by competent proof in the form of written records maintained by the receiving Party that such information: : (ia) was already known to the receiving Partyparty, other than under an obligation of confidentiality, at the time of disclosure by the disclosing Party; other party; (iib) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; party; (iiic) became generally available to the public or otherwise part of the public domain after its disclosure and disclosure, other than through any act or omission of the receiving Party party in breach of this Agreement; or or (ivd) was disclosed to the receiving Partyparty, other than under an obligation of confidentiality, by a third party who had no obligation to the disclosing Party party not to disclose such information to others. Each party may disclose the other's information to the extent such disclosure is reasonably necessary in filing or prosecuting patent applications, pursuing or defending litigation, or complying with applicable governmental regulations, provided that if a party intends to make any such disclosure, it shall, to the extent reasonably practicable, give reasonable advance written notice to the other party of such disclosure. Nothing in this Section 7.1, however, shall be construed to preclude Pilot from disclosing such information to such third parties as are necessary in connection with the development and commercialization of Compounds and Covered Products as contemplated by this Agreement, including, without limitation, financing, sublicensing, co-development, co-marketing and co-promotion or similar transactions in connection therewith, provided that Pilot shall in each case obtain from the proposed receiving party a written confidentiality undertaking containing confidentiality obligations no less onerous than those set forth in this Section 7.1; provided, however that in no event shall this Section 7 bar or prevent Pilot from distributing, offering for sale, and/or selling a Covered Product.

Confidentiality; Exceptions. (a) “Confidential Information of a party shall mean all reports, data and information disclosed by such party to another party, which is (i) in writing and marked “CONFIDENTIAL” or “PROPRIETARY or marked with words of similar import, or (ii) disclosed through oral, visual, or other non-written means, identified as confidential or proprietary at the time of initial disclosure, and summarized and confirmed as confidential or proprietary in writing to the receiving party within thirty (30) days of such disclosure. Any markings, stamps, or legends identifying confidential information shall not impose any obligations on either party inconsistent with this agreement. Any copies of the information made by the receiving party shall reproduce the confidential markings and any other legends contained on such information. (b) Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, during the term of this Agreement and for five years thereafter, the receiving Party, its Affiliates, its licensees and its Sublicensees that each Party shall keep, and shall ensure that their respective employees, officers, directors and trustees shall keep, completely keep confidential and shall not publish or otherwise disclose and shall not or use any Confidential Information for any purpose other than carrying out for the purpose of exercising its retained rights or rights under licenses granted hereunder, or performing obligations hereunder, or as otherwise provided for in this Agreement, any confidential and proprietary information and materials of the receiving other Party under pursuant to this Agreement except (collectively, “Confidential Information”). Astellas Technology shall be deemed the Confidential Information of Astellas, and CPC Technology shall be deemed the Confidential Information of CPC. Notwithstanding the foregoing, Confidential Information shall not include any information to the extent that it can be established by the receiving Party by competent proof in the form of written records maintained documentation by the receiving Party that such information: (i) : 7.1.1 was already known to the receiving Party, other than under an obligation of confidentialityconfidentiality (except to the extent such obligation has expired or an exception is applicable under the relevant agreement pursuant to which such obligation established), at the time of disclosure by the disclosing Party; (ii) disclosure; 7.1.2 was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (iii) ; 7.1.3 became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; 7.1.4 was independently discovered or developed by the receiving Party without reference to or use of Confidential Information of the disclosing Party as demonstrated by documented evidence; or (iv) or 7.1.5 was disclosed to the receiving Party, other than under an obligation of confidentialityconfidentiality (except to the extent such obligation has expired or an exception is applicable under the relevant agreement pursuant to which such obligation established), by a third party Third Party who had no obligation to the disclosing Party not to disclose such information to others. The obligations set forth in this Section 7.1 shall remain in effect during the Term of this Agreement and for five (5) years thereafter.

Confidentiality; Exceptions. (a) “Confidential Information of a party shall mean all reports, data and information disclosed by such party to another party, which is (i) in writing and marked “CONFIDENTIAL” or “PROPRIETARY or marked with words of similar import, or (ii) disclosed through oral, visual, or other non-written means, identified as confidential or proprietary at the time of initial disclosure, and summarized and confirmed as confidential or proprietary in writing to the receiving party within thirty (30) days of such disclosure. Any markings, stamps, or legends identifying confidential information shall not impose any obligations on either party inconsistent with this agreement. Any copies of the information made by the receiving party shall reproduce the confidential markings and any other legends contained on such information. (b) Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, during the term of this Agreement and for five years thereafter, that the receiving Party, its Affiliates, its licensees and its Sublicensees Party shall keep, and shall ensure that their respective employees, officers, directors and trustees shall keep, completely keep confidential and shall not publish or otherwise disclose and shall not or use any Confidential Information for any purpose other than carrying out the obligations as provided for in this Agreement any information and materials provided to it by or on behalf of the receiving other Party under or its Affiliates or generated pursuant to this Agreement except (collectively, “Confidential Information”). For clarity, Confidential Information of a Party or its Affiliates shall include, without limitation, all information and materials disclosed by such Party or its Affiliates or their respective designees that (a) is marked as “Confidential,” “Proprietary” or with similar designation at the time of disclosure or (b) by its nature can reasonably be expected to be considered Confidential Information by the recipient. Information disclosed orally shall not be required to be identified as such to be considered Confidential Information. The terms of this Agreement shall be deemed to be the Confidential Information of both Parties. Notwithstanding the foregoing, Confidential Information shall not include any information to the extent that it can be established by the receiving Party by competent proof in the form of written records maintained documentation by the receiving Party that such information: : (ia) was already known to the receiving Party, other than under an obligation of confidentialityconfidentiality (except to the extent such obligation has expired or an exception is applicable under the relevant agreement pursuant to which such obligation was established), at the time of disclosure by the disclosing Party; disclosure; (iib) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; ; (iiic) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; (d) was independently developed by the receiving Party as demonstrated by written documentation prepared contemporaneously with such independent development; or or (ive) was disclosed to the receiving Party, other than under an obligation of confidentialityconfidentiality (except to the extent such obligation has expired or an exception is applicable under the relevant agreement pursuant to which such obligation was established), by a third party Third Party who had no obligation to the disclosing Party not to disclose such information to others.