Common use of Confidentiality; Exceptions Clause in Contracts

Confidentiality; Exceptions. 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 ***, each Party, its Affiliates, Sublicensees and Service Providers, if any (collectively, a “Receiving Party”), shall keep completely confidential, shall not publish or otherwise disclose and shall not use for any purpose other than the performance of this Agreement both the terms of this Agreement as well as any other information (including, but not limited to, any information in reports, scientific and manufacturing information and plans, marketing and business plans and financial and personnel matters relating to a Party of its present or future products, sales, suppliers, customers, employees, investors or business) furnished to it by the other Party, its Affiliates or its Sublicensees or Service Providers, (collectively, a “Disclosing Party”), (and shall ensure that its and its Affiliates’ and its Sublicensees’ and Service Providers’ respective directors, officers, employees or agents do likewise), except to the extent that it can be established by the Receiving Party by competent proof that such information: (a) is, or hereafter becomes, generally available to the public other than by reason of any default by the Receiving Party with respect to its confidentiality obligations hereunder; (b) was already known to the Receiving Party at the time of disclosure by the Disclosing Party; (c) was lawfully disclosed to the Receiving Party by a Third Party who was not in default of any confidentiality obligation to the Disclosing Party; or (d) is independently developed by or for the Receiving Party without reference to or reliance upon the information furnished by the Disclosing Party (all such information to which none of the foregoing exceptions apply, “Confidential Information”).

Confidentiality; Exceptions. 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 ***ten (10) years thereafter, each Party, its Affiliates, Sublicensees and Service Providers, if any (collectively, a “Receiving Party”), it shall keep completely confidential, confidential and shall not publish or otherwise disclose and shall not or use for any purpose other than the performance of as explicitly provided for in this Agreement both 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 terms of other Party or otherwise received or accessed by a Party under this Agreement as well as any other information ([***], including, but not limited to, any trade secrets, know-how, Product specifications, formulae, processes, techniques and information in reports, scientific and manufacturing information and plans, marketing and business plans and financial and personnel matters 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 ten (10) year term, but shall continue to be subject to the obligations of its present or future productsconfidentiality 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 deemed to be Confidential Information of each Party. In addition, salesand notwithstanding the foregoing, suppliersif, customersunder Article 8 (INTELLECTUAL PROPERTY AND INVENTIONS), employeesInformation relating specifically to inventions and discoveries are to be owned by one Party, investors or business) furnished such Information shall be deemed to it be Confidential Information of such Party, even if such Information is initially generated and disclosed by the other Party. Notwithstanding the foregoing, its Affiliates Confidential Information shall not include that portion of Information or its Sublicensees or Service Providers, (collectively, materials that a “Disclosing Party”), (and shall ensure that its and its Affiliates’ and its Sublicensees’ and Service Providers’ respective directors, officers, employees or agents do likewise), except to the extent that it Party can be established demonstrate by the Receiving Party by competent proof that such information: contemporaneous written records: (a) isis already lawfully known to such Party, or hereafter becomes, generally available to the public other than by reason under an obligation of any default by the Receiving Party with respect to its confidentiality obligations hereunder; (b) was already known to the Receiving Party 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; (b) is generally available to the public or otherwise part of the public domain at the time of its disclosure to 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. (c) was lawfully disclosed becomes generally available to the Receiving public or otherwise part of the public domain after its disclosure to such Party by a Third and other than through any act or omission of such Party who was not or its Affiliates in default violation of any confidentiality obligation to the Disclosing Party; or this Agreement; (d) is independently developed by or for the Receiving such Party without reference as demonstrated by documented evidence prepared contemporaneously with such independent development; or (e) is lawfully disclosed to or reliance upon the information furnished such Party, other than under an obligation of confidentiality, by the Disclosing a Third Party (all who had no obligation not to disclose such information to which none of the foregoing exceptions apply, “Confidential Information”)others; [***].

Confidentiality; Exceptions. 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, each Party, its Affiliates, Sublicensees and Service Providers, if any the receiving Party (collectively, a the “Receiving Party”), shall ) and its Affiliates will keep completely confidential, shall confidential and will not publish or otherwise disclose and shall not or use for any purpose other than the performance of as provided for in this Agreement both 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 terms 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 as well as any other information (Agreement, including, but not limited to, any trade secrets, Know-How, inventions or discoveries, proprietary information, formulae, processes, techniques and information in reports, scientific and manufacturing information and plans, marketing and business plans and financial and personnel matters relating to a the past, present and future marketing, financial, and research and development activities of any product or potential product or useful technology of the Disclosing Party of its present or future products, sales, suppliers, customers, employees, investors or business) furnished to it by the other Party, its Affiliates or its Sublicensees or Service Providers, and the pricing thereof (collectively, a “Disclosing PartyConfidential Information”), (and shall ensure that its and its Affiliates’ and its Sublicensees’ and Service Providers’ respective directors, officers, employees or agents do likewise), except to the extent that it can be established by the Receiving Party by competent proof that such information: (a) isConfidential Information: 7.1.1 was in the lawful knowledge and possession of the Receiving Party or its Affiliates prior to the time it was disclosed to, or hereafter becomeslearned by, the Receiving Party or its Affiliates, or was otherwise developed independently by the 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 other than by reason or otherwise part of any default by the Receiving Party with respect to public domain at the time of its confidentiality obligations hereunder; (b) was already known disclosure to the Receiving Party at or its Affiliates; 7.1.3 became generally available to the time public or otherwise part of the public domain after its disclosure by and other than through any act or omission of the Disclosing PartyReceiving Party or its Affiliates in breach of this Agreement; (c) or 7.1.4 was lawfully disclosed to the Receiving Party or its Affiliates, other than under an obligation of confidentiality, by a Third Party who was not in default of any confidentiality had no obligation to the Disclosing Party; Party or (d) is independently developed by or for the Receiving Party without reference its Affiliates not to or reliance upon the information furnished by the Disclosing Party (all disclose such information to which none of the foregoing exceptions apply, “Confidential Information”)others.

Confidentiality; Exceptions. Except to the extent expressly authorized by or required for the performance of this Agreement or otherwise agreed in writing, the Parties agree that, during for the term of this Agreement and for ***, each five years thereafter (or any longer term provided for in any BMS In-License) the receiving Party, its Affiliates, Sublicensees Affiliates and Service Providers, if any its sublicensees (collectively, a “Receiving the "receiving Party”)") shall keep, and shall keep ensure that its officers and directors keep, completely confidential, confidential and shall not publish or otherwise disclose and shall not use for any purpose other than the performance of inconsistent with this Agreement both the terms of this Agreement as well as any other information (including, but not limited to, any information in reports, scientific and manufacturing information and plans, marketing and business plans and financial and personnel matters relating to a Party of its present or future products, sales, suppliers, customers, employees, investors or business) furnished to it by the other disclosing Party, its Affiliates or its Sublicensees sublicensees that is marked as confidential or, if furnished orally, that the disclosing Party notifies the receiving Party is confidential within 10 days after such information is furnished, or Service Providers, any information developed pursuant to this Agreement (collectively, a “Disclosing Party”"Confidential Information"), (and . This Section 12.3 shall ensure not apply to information that its and its Affiliates’ and its Sublicensees’ and Service Providers’ respective directors, officers, employees or agents do likewise), except to the extent that it receiving Party can be established by the Receiving Party by competent proof that such informationestablish: (ai) is, is or hereafter becomes, becomes generally available to the public other than by reason of any default by the Receiving Party with respect to its a confidentiality obligations hereunderobligation; (bii) was already known to the Receiving receiving Party at the time of disclosure when disclosed by the Disclosing disclosing Party, as evidenced by prior written records; or (ciii) was lawfully is disclosed to the Receiving receiving Party by a Third Party who reasonably was not known by the receiving Party to be in default of any confidentiality obligation to the Disclosing disclosing Party; or (d) is independently developed by or for the Receiving Party without reference to or reliance upon the information furnished by the Disclosing Party (all such information to which none of the foregoing exceptions apply, “Confidential Information”).

Confidentiality; Exceptions. 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 ***three (3) years thereafter, each Party, its Affiliates, Sublicensees and Service Providers, if any (collectively, a “Receiving Party”), the receiving Party shall keep completely confidential, confidential and shall not publish or otherwise disclose and shall not use for any purpose other than the proper performance of this Agreement both the terms of this Agreement as well as any other information (including, but not limited to, hereunder any information in reports, scientific and manufacturing information and plans, marketing and business plans and financial and personnel matters relating to a Party of its present or future products, sales, suppliers, customers, employees, investors or business) furnished to it by the other Party, its Affiliates or its Sublicensees or Service Providers, (collectively, a “Disclosing Party”), (and shall ensure that its and its Affiliates’ and its Sublicensees’ and Service Providers’ respective directors, officers, employees or agents do likewise)Party pursuant to this Agreement, except to the extent that it can be established by the Receiving receiving Party by competent proof that such information: : (a) is, or hereafter becomes, generally available to the public other than by reason of any default by the Receiving Party with respect to its confidentiality obligations hereunder; (b) was already known to the Receiving Party receiving Party, other than under an obligation of confidentiality, at the time of disclosure by the Disclosing other Party; ; (b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (c) 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 lawfully disclosed to the Receiving Party receiving Party, other than under an obligation of confidentiality, by a Third Party third party who was not in default of any confidentiality had no obligation to the Disclosing Partydisclosing Party not to disclose such information to others; or or (de) is was independently developed by or for the Receiving receiving Party without reference by persons not having access to or reliance upon the information furnished such information, as determined by the Disclosing written records of such party. Each Party (all may disclose the other's information to the extent such disclosure is reasonably necessary in filing or prosecuting patent applications, 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 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 physicians 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 which none of the foregoing exceptions apply, “Confidential Information”)be disclosed.

Confidentiality; Exceptions. Except to the extent expressly authorized by as otherwise provided in this Agreement or otherwise agreed in writingAgreement, the Parties agree that, during the term Term and for the longer of (a) [***] after disclosure and (b) [***] after the end of the Term, all non-public, proprietary information and data, including invention disclosures, Know-How, data, and scientific, clinical, regulatory, manufacturing, marketing, commercial, technical and financial information or data, related to the Licensed Compounds and the activities contemplated by this Agreement and for ***including non-public, each Partyproprietary information exchanged between the Parties pursuant to a certain nondisclosure agreement entered into by the Parties dated February 15, its Affiliates, Sublicensees and Service Providers, if any 2011 (the “Confidentiality Agreement”) (collectively, a “Confidential Information”), disclosed or submitted, either orally or in writing (including by electronic means) or through observation, by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), ) hereunder shall keep completely confidentialbe received and maintained by the Receiving Party in confidence, shall not publish or otherwise disclose and shall not use be used for any purpose other than the performance purposes expressly permitted by this Agreement, and shall not be disclosed to any Third Party (including in connection with any publications, presentations or other disclosures) except as expressly permitted by this Agreement. Each Party will promptly notify the other upon discovery of any unauthorized use or disclosure of the Confidential Information. Confidential Information belongs to and shall remain the property of the Disclosing Party. The provisions of this Agreement both the terms of this Agreement as well as any other information ARTICLE 10 (including, but Confidentiality) shall not limited to, apply to any information in reports, scientific and manufacturing information and plans, marketing and business plans and financial and personnel matters relating to a Party of its present or future products, sales, suppliers, customers, employees, investors or business) furnished to it by the other Party, its Affiliates or its Sublicensees or Service Providers, (collectively, a “Disclosing Party”), (and shall ensure that its and its Affiliates’ and its Sublicensees’ and Service Providers’ respective directors, officers, employees or agents do likewise), except to the extent that it can be established shown by the Receiving Party by competent proof that such information: (a) is, or hereafter becomes, generally available to the public other than by reason of any default by the Receiving Party with respect to its confidentiality obligations hereunder; (b) was already known to the Receiving Party at the time of disclosure by the Disclosing Party; (c) was lawfully disclosed to the Receiving Party by a Third Party who was not in default of any confidentiality obligation to the Disclosing Party; or (d) is independently developed by or for the Receiving Party without reference to or reliance upon the information furnished by the Disclosing Party (all such information to which none of the foregoing exceptions apply, “Confidential Information”).:

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed to in writing, the Parties agree that, during the term of this Agreement and for ***ten (10) years thereafter, each Party, its the receiving Party shall ensure that their respective Affiliates, Sublicensees Sublicensees, employees, officers, directors and Service Providers, if any (collectively, a “Receiving Party”), representatives shall keep completely confidential, shall confidential and not publish or otherwise disclose disclose, and shall not use for any purpose purpose, any information furnished to it or them by the other than the performance of Party or developed under or in connection with this Agreement both the terms of this Agreement as well as any other information (includingAgreement, including but not limited to, any information in reports, scientific and manufacturing information and plans, marketing and business plans and financial and personnel matters relating to a Party of its present or future products, sales, suppliers, customers, employees, investors or business) furnished to it by the other Party, its Affiliates or its Sublicensees or Service Providers, (collectively, a “Disclosing Party”), (and shall ensure that its and its Affiliates’ and its Sublicensees’ and Service Providers’ respective directors, officers, employees or agents do likewise)Licensed Technology, except to the extent that it can [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. be established by the Receiving receiving Party by competent proof that such information: (a) is, or hereafter becomes, generally available to the public other than by reason of any default by the Receiving Party with respect to its confidentiality obligations hereunder; (bi) was already known to the Receiving Party receiving Party, other than under an obligation of confidentiality, at the time of disclosure by the Disclosing other Party; (cii) was lawfully 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 was 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 receiving Party, other than under an obligation of confidentiality, by a Third Party who was not in default of any confidentiality had no obligation to the Disclosing Party; or (d) is independently developed by or for the Receiving disclosing Party without reference not to or reliance upon the disclose such information furnished by the Disclosing Party to others (all such information to which none of the foregoing exceptions applyapplies, “"Confidential Information”").

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, during that the term of this Agreement and for ***, each Party, its Affiliates, Sublicensees and Service Providers, if any receiving Party (collectively, a the “Receiving Party”), ) shall keep completely confidential, confidential and shall not publish or otherwise disclose and shall not or use for any purpose other than the performance of as provided for in this Agreement both any Know-How in any form (written, oral, photographic, electronic, magnetic, or otherwise) that is disclosed to the Receiving Party by the other Party (the “Disclosing Party”) directly, or indirectly in the course of the Receiving Party’s performing its obligations or exercising its rights under this Agreement (collectively, “Confidential Information”). Notwithstanding anything to the contrary in this Agreement, (a) during the Agreement Term (except as provided in Sections 13.7.1(b) and 13.7.2(b)), any Know-How of one Party (excluding Know-How comprising the Joint IP) that (i) is developed or generated pursuant to this Agreement and exclusively licensed to the other Party pursuant to Section 4.1 or 4.2, as applicable, and (ii) relates to aspects of the structure or properties (including functionality) of any Program DART or Licensed Product that are specific to Program DARTs or Licensed Products or relates specifically to the Manufacture of Program DARTs or Licensed Products shall be deemed to be the Confidential Information of each Party; (b) any Know-How comprising the Joint IP (excluding any Platform IP) shall be deemed to be the Confidential Information of each Party; and (c) subject to Section 10.3, the terms of this Agreement as well as any other information (includingshall be deemed to be the Confidential Information of each Party. Notwithstanding the foregoing, but the restrictions set forth in the first sentence of this Section 10.1 shall not limited to, any information in reports, scientific and manufacturing information and plans, marketing and business plans and financial and personnel matters relating apply to a Confidential Information of the Disclosing Party of its present or future products, sales, suppliers, customers, employees, investors or business) furnished to it by the other Party, its Affiliates or its Sublicensees or Service Providers, (collectively, a “Disclosing Party”), (and shall ensure that its and its Affiliates’ and its Sublicensees’ and Service Providers’ respective directors, officers, employees or agents do likewise), except to the extent that it can be established by the Receiving Party by competent proof that such information: (a) isConfidential Information: 10.1.1 was in the lawful knowledge and possession of the Receiving Party prior to the time it was disclosed to, or hereafter becomeslearned by, the Receiving Party, or was otherwise developed independently by the 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; 10.1.2 was generally available to the public other than by reason or otherwise part of any default by the Receiving Party with respect to its confidentiality obligations hereunder; (b) was already known to the Receiving Party public domain at the time of its disclosure by to the Disclosing Receiving Party; 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; (c) or 10.1.4 was lawfully disclosed to the Receiving Party Party, other than under an obligation of confidentiality, by a Third Party who was not in default of any confidentiality had no obligation to the Disclosing Party; or (d) is independently developed by or for the Receiving Party without reference not to or reliance upon the information furnished by the Disclosing Party (all disclose such information to which none of the foregoing exceptions apply, “Confidential Information”)others.

Confidentiality; Exceptions. Except to the extent expressly authorized by as otherwise provided in this Agreement or otherwise agreed in writingAgreement, the Parties agree that, during the term of this Agreement and for ***five (5) years thereafter, each Partyall non-public, its Affiliatesproprietary or "confidential" marked invention disclosures, Sublicensees know-how, data, and Service Providerstechnical, if financial and other information of any nature whatsoever (collectively, a “"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 shall keep completely confidentialbe received and maintained by the Receiving Party in strict confidence, shall not publish or otherwise disclose and shall not use be used for any purpose other than the performance of purposes expressly permitted by this Agreement both the terms of this Agreement as well as Agreement, and shall not be disclosed to any other information Third Party (including, but not limited towithout limitation in connection with any publications, any information in reportspresentations or other disclosures). Notwithstanding the foregoing, scientific and manufacturing information and plansthe Receiving Party may, marketing and business plans and financial and personnel matters relating subject to a Party the provisions of its present or future productsthis Agreement, sales, suppliers, customers, employees, investors or business) furnished to it by disclose the other Party, its Affiliates or its Sublicensees or Service Providers, (collectively, a “Disclosing Party”), (and shall ensure that 's Confidential Information to those of its and its Affiliates’ ' and its Sublicensees’ and Service Providers’ respective ' directors, officers, employees or agents do likewise)employees, except agents, consultants, clinical investigators and Subcontractors that have a need to know such Confidential Information to achieve the extent purposes of this Agreement; provided, however, that such Party shall ensure that it and its Affiliates', Sublicensees' directors, officers, employees, agents, consultants, clinical investigators or Contract Manufacturers to whom disclosure is to be made are bound by, and take reasonable efforts to ensure compliance with, the confidentiality terms hereof. Each Party will promptly notify the other upon discovery of any unauthorized use or disclosure of the Confidential Information. Confidential Information belongs to and shall remain the property of the Disclosing Party. The provisions of this Article 11 shall not apply to any information that can be established shown by the Receiving Party by competent proof that such information: Party: (a) is, To have been known to or hereafter becomes, generally in the possession of the Receiving Party prior to the date of its actual receipt from the Disclosing Party; (b) To be or to have become readily available to the public other than through any act or omission of the Receiving Party in breach of this Agreement or any other agreement between the Parties; (c) To have been disclosed to the Receiving Party, other than under an obligation of confidentiality, by reason of any default a Third Party which had no obligation to the Disclosing Party not to disclose such information to others; or (d) To have been subsequently independently developed by the Receiving Party with respect to its confidentiality obligations hereunder; (b) was already known to the Receiving Party at the time of disclosure by the Disclosing Party; (c) was lawfully disclosed to the Receiving Party by a Third Party who was not in default of any confidentiality obligation to the Disclosing Party; or (d) is independently developed by or for the Receiving Party without reference to or reliance upon the information furnished by the Disclosing Party (all such information to which none use of the foregoing exceptions apply, “Confidential Information”)Information as demonstrated by competent written records.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the The Parties agree that, during for the term of this Agreement Term and for ***ten (10) years thereafter (other than for trade secrets, each Partyfor which the confidentiality obligations set forth herein shall last as long as trade secret law shall allow), its Affiliatesall non-public, Sublicensees proprietary or “confidential” disclosures, know-how, data, and Service Providerstechnical, if financial and other information of any nature whatsoever (collectively, a “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, shall keep completely confidentialbe received and maintained by the Receiving Party in strict confidence, shall not publish or otherwise disclose and shall not use be used for any purpose other than the performance 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 both and the terms of this Agreement as well as hereof to any other information (includingbona fide potential acquirers, but not limited to, any information in reports, scientific and manufacturing information and plans, marketing and business plans and financial and personnel matters relating to a Party of its present or future products, sales, suppliers, customers, employeescorporate partners, investors or business) furnished to it by the other Party, its Affiliates or its Sublicensees or Service Providers, (collectively, a “Disclosing Party”), (and shall ensure that its and its Affiliates’ and its Sublicensees’ and Service Providers’ respective directors, officers, employees or agents do likewise), except to the extent that it can be established by the Receiving Party by competent proof that such information: (a) is, or hereafter becomes, generally available to the public other than by reason of any default by the Receiving Party with respect to its confidentiality obligations hereunderfinancial advisors; (b) was already known 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 at will promptly notify the time Disclosing Party upon discovery of any unauthorized use or disclosure by of the Disclosing Party; (c) was lawfully disclosed ’s Confidential Information. Confidential Information belongs to and shall remain the Receiving Party by a Third Party who was not in default property of any confidentiality obligation to the Disclosing Party; or (d) is independently developed by or for the Receiving Party without reference to or reliance upon the information furnished by the Disclosing Party (all such information to which none of the foregoing exceptions apply, “Confidential Information”).

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writingAgreement, the Parties agree that, during that the term of this Agreement and for ***, each Party, its Affiliates, Sublicensees and Service Providers, if any receiving Party (collectively, a the “Receiving Party”), ) shall keep completely confidential, confidential and shall not publish or otherwise disclose and shall not or use for any purpose other than the performance of as provided for in this Agreement both the terms of this Agreement as well as any Know-How, Materials or other information (including, but not limited to, any information in reports, scientific confidential and manufacturing proprietary information and plansmaterials (whether patentable or otherwise and in any form (written, marketing and business plans and financial and personnel matters relating to a oral, photographic, electronic, magnetic, or otherwise)) of the other Party of its present or future products, sales, suppliers, customers, employees, investors or business(the “Disclosing Party”) furnished which is disclosed to it by the other Disclosing Party, its Affiliates including trade secrets, Know-How, inventions or its Sublicensees discoveries, proprietary information, formulae, processes, techniques and information relating to a Party’s past, present and future marketing, financial and research or Service Providers, Development activities of any product or potential product or useful technology of the Disclosing Party and the pricing thereof (collectively, a “Disclosing PartyConfidential Information”), (and shall ensure that its and its Affiliates’ and its Sublicensees’ and Service Providers’ respective directors, officers, employees or agents do likewise), except to the extent that it can be established by the Receiving Party by competent proof that such information: Confidential Information: (a) iswas in the lawful knowledge and possession of the Receiving Party prior to the time it was disclosed to the Receiving Party, or hereafter becomeswas otherwise developed independently by or for the 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; (b) was generally available to the public other than by reason or otherwise part of any default by the Receiving Party with respect to its confidentiality obligations hereunder; (b) was already known to the Receiving Party public domain at the time of its disclosure to the Receiving Party; (c) 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 (d) was disclosed to the Receiving Party, other than under an obligation of confidentiality, by a Third Party who, to the knowledge of the Receiving Party, had no obligation to the Disclosing Party not to disclose such information to others. Notwithstanding anything to the contrary in this Agreement, a Receiving Party may use any learning, skills, ideas, concepts, techniques, know-how and information, including general chemistry methodologies and general SAR (structure-activity relationship) concepts, but excluding specific chemical entities synthesized or invented in the conduct of the Collaboration (unless, as to such chemical entities, such use is otherwise permitted by an exception in the foregoing clauses (a), (b), (c) and (d)), retained in intangible form in the unaided memory of the Receiving Party’s directors, employees, contractors, advisors, agents and other personnel of the Receiving Party who had access to the Disclosing Party’s Confidential Information (collectively, “Residual Information”) for any purpose, provided that this right to use Residual Information does not represent a license to any Patents Controlled by the Disclosing Party; (c) was lawfully disclosed to . For purposes of clarity, nothing contained in the preceding sentence gives the Receiving Party by a Third Party who was not in default the right to publish or otherwise disclose or use the tangible source of any confidentiality obligation to Residual Information for any purpose other than as provided for in this Agreement. A personnel’s memory will be considered unaided only if such personnel has not intentionally memorized the Disclosing Party; or (d) is independently developed by or information for the Receiving Party without reference to purpose of retaining and/or subsequently recording, publishing, disclosing or reliance upon the information furnished by the Disclosing Party (all such information to which none of the foregoing exceptions apply, “Confidential Information”)using it.

Confidentiality; Exceptions. 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 [***] years thereafter, each Party, its Affiliates, Sublicensees Affiliates and Service ProvidersSublicensees, if any (collectively, a “Receiving Party”), shall keep completely confidential, shall not publish or otherwise disclose and shall not use for any purpose other than the performance of this Agreement and the exercise of its obligations and rights under this Agreement both the terms of this Agreement as well as any other Confidential Information of Disclosing Party (and shall ensure that its and its Affiliates’ and its Sublicensees’ respective directors, officers, employees or agents do likewise). The term “Confidential Information” will mean all ideas and information of any kind, whether in written, oral, graphical, machine-readable or other form, whether or not marked as confidential or proprietary, which are transferred, disclosed or made available by a Party, its Affiliates or its Sublicensees (includingcollectively, but not limited toa “Disclosing Party”) or at the request of a Receiving Party, including any information in reports, scientific and manufacturing information and plans, marketing and business plans and financial and personnel matters relating to a Party of its present or future products, sales, suppliers, customers, employees, investors or business) furnished business or developed under or in connection with the Research Plan or Development Plan pursuant to it by the other Partythis Agreement, its Affiliates or its Sublicensees or Service Providers, (collectively, a “Disclosing Party”), (and shall ensure that its and its Affiliates’ and its Sublicensees’ and Service Providers’ respective directors, officers, employees or agents do likewise), except to the extent that it can be established by the Receiving Party by competent proof that such information: (a) is, or hereafter becomes, generally available to the public other than by reason of including any default by the Receiving Party with respect to its confidentiality obligations hereunder; (b) was already known to the Receiving Party at the time of disclosure by the Disclosing Party; (c) was lawfully disclosed to the Receiving Party by a Third Party who was not in default of any confidentiality obligation to the Disclosing Party; or (d) is independently developed by or for the Receiving Party without reference to or reliance upon the information furnished by the Disclosing Party (all such information to which none of the foregoing exceptions applyof Third Parties, “but not including any Joint Collaboration Technology. Without limiting the foregoing, Selecta Collaboration Technology and Selecta Licensed Technology (other than Joint Collaboration Technology) will be considered Confidential Information”)Information of Selecta, and Sanofi Collaboration Technology will be considered Confidential Information of Sanofi.

Confidentiality; Exceptions. 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 each Party, its Affiliates, Sublicensees Affiliates and Service Providersits Sublicensees, if any (collectively, a “Receiving receiving Party”), shall use their best efforts to keep completely confidential, shall not publish or otherwise disclose and shall not use for any purpose other than the performance of this Agreement both the financial terms of this Agreement as well as any other information (including, but not limited to, and any information in reports, scientific and manufacturing information and plans, marketing and business plans and financial and personnel matters relating to a Party of its present or future products, sales, suppliers, customers, employees, investors or business) furnished to it by the other Party, its Affiliates or its Sublicensees or Service ProvidersSublicensees, if any (collectively, a “Disclosing disclosing Party”), or developed under or in connection with the Research Program or any product development efforts pursuant to this Agreement (and shall ensure that its and its Affiliates’ and its Sublicensees’ and Service Providers’ respective directors, officers, employees or agents do likewise), except to the extent that it can be established by the Receiving receiving Party by competent proof that such information: (ai) is, or hereafter becomes, generally available to the public other than by reason of any default by the Receiving receiving Party with respect to its confidentiality obligations hereunder; or, (bii) with respect to information disclosed by one Party to the other Party (a) was already known to the Receiving receiving Party at the time of disclosure by the Disclosing disclosing Party; (cb) was lawfully disclosed to the Receiving receiving Party by a Third Party who was not in default of any confidentiality obligation to the Disclosing disclosing Party; or (dc) is independently developed by or for the Receiving receiving Party without reference to or reliance upon the information furnished by the Disclosing disclosing Party (all such information to which none of the foregoing exceptions applyapplies, “Confidential Information”).

Confidentiality; Exceptions. The Parties acknowledge that discussions between and among LumiraDx, CVS and their respective Affiliates will necessarily require the exchange of information (including detailed financial and Product information) that is considered confidential and proprietary by the disclosing Party and its Affiliates. The Parties agree for themselves and their Affiliates that any confidential or proprietary information relating to the business of the disclosing Party which such Party discloses to the other Party pursuant to this Agreement will be considered “Confidential Information” and will include, without limitation, all of the following of the disclosing Party and its Affiliates: (i) earnings, costs, and other financial information; (ii) drawings, formulations, samples, technical data, photographs, manufacturing methods, testing procedures; (iv) marketing, sales and customer information; (v) all clinical studies; and (v) all other information related to the Product. For the avoidance of doubt, the Specifications, data and results from clinical studies relating to the Product, and Product Development] and any other information related to the Product will be deemed to be LumiraDx’s Confidential Information. In addition, the terms and conditions of this Agreement will be deemed both Parties’ Confidential Information. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree thatthat from the Effective Date, during the term of this Agreement subject to and for ***except as permitted by Section 5.2, each PartyParty will keep confidential (and will cause the Affiliates and its and their respective directors, its Affiliatesmanagers, Sublicensees officers, employees, agents, consultants, advisors and Service Providers, if any sublicenses (collectively, a collectively referred to herein as “Receiving PartyRepresentatives”), shall ) to keep completely confidential, shall ) and will not publish or otherwise disclose or use for any purpose, other than as provided for in this Agreement, the Confidential Information of the other Party, except to the extent the receiving Party’s Representatives need to know such Confidential Information in order to discharge such Party’s obligations and shall exercise its rights hereunder and are subject to written obligations of confidentiality no less protective of such Confidential Information than this Section 5. Each Party and its Affiliates may also use or disclose any Confidential Information obtained from the other Party and its Affiliates: (i) in connection with bringing or defending any litigation or other dispute resolution proceeding with respect to disputes under this Agreement, (ii) to agents, advisors, investors and potential investors and acquirers under confidentiality provisions at least as stringent as those in this Agreement; and (iii) to the extent requested or required (by oral questions, interrogatories, requests for information or documents, subpoena, civil, criminal, legislative or similar process or, in the opinion of counsel for such party, by federal or state securities or other Applicable Law or the rules, requirements or guidance of any securities exchange or self-regulatory organization) to be disclosed, provided that the Party requested or required to make such disclosure (to the extent legally permitted) will give the other Party reasonable advance written notice of such disclosure requirements, to the extent possible, and will cooperate with such Party and use reasonable efforts to secure confidential treatment of such Confidential Information or waive the requirements of this Section 5.1, including but not use limited to obtaining an order protecting the information from public disclosure. For the avoidance of doubt: in the event any Party uses the other Party’s Confidential Information for any purpose other than the performance as provided for in this Agreement such use will constitute a breach of this Agreement both Agreement, as the terms of this Agreement as well as any other information (including, but not limited to, any information in reports, scientific and manufacturing information and plans, marketing and business plans and financial and personnel matters relating to a case may be. Each Party of its present or future products, sales, suppliers, customers, employees, investors or business) furnished to it by will protect the other Party’s Confidential Information from unauthorized use, access or disclosure in the same manner that it protects its Affiliates or its Sublicensees or Service Providersown similar Confidential Information (but using, (collectivelyat minimum, a “Disclosing Party”commercially reasonable degree of care), (and shall ensure that its and its Affiliates’ and its Sublicensees’ and Service Providers’ respective directors, officers, employees or agents do likewise), except to the extent that it can be established by the Receiving Party by competent proof that such information: . Confidential Information will not include information which: (a) iswas in the lawful knowledge and possession of the receiving Party or its Representatives, free of a duty of confidentiality, prior to the time it was disclosed to, or hereafter becomeslearned by, generally the receiving Party hereunder, or (b) was developed independently by the receiving Party or its Representatives without use of or access to the Confidential Information of the disclosing Party; (c) was available to the public other than by reason or otherwise part of any default by the Receiving Party with respect to its confidentiality obligations hereunder; (b) was already known to the Receiving Party public domain at the time of its disclosure by to the Disclosing receiving Party; (d) became available to the public or otherwise part of the public domain after its disclosure other than through any act or omission of the receiving Party or its Representatives in breach of this Agreement or other written agreement between the Parties; or (ce) was lawfully disclosed to the Receiving Party receiving Party, other than under an obligation of confidentiality, by a Third Party who was not in default of any confidentiality had no obligation to the Disclosing Party; or (d) is independently developed by or for the Receiving disclosing Party without reference not to or reliance upon the information furnished by the Disclosing Party (all disclose such information to which none others. Each Party will be responsible and liable for all breaches of the foregoing exceptions apply, “Confidential Information”)confidentiality provisions of this Agreement by its Representatives. This Section shall survive for a period of three (3) years after the expiration or termination of this Agreement.

Confidentiality; Exceptions. Except to as otherwise provided in the extent expressly authorized by this Agreement or otherwise agreed in writingTransaction Documents, the Parties agree that, during for the term of this Agreement and for ***ten (10) years thereafter, each Partyall non-public, its Affiliatesproprietary or "confidential" marked invention disclosures, Sublicensees know-how, data, and Service Providerstechnical, if financial and other information of any nature whatsoever, including without limitation all discussions and information exchanged between the Parties pursuant to a certain nondisclosure agreement entered into by the Parties dated September 2, 1997 (collectively, a “"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 shall keep completely confidentialbe received and maintained by the Receiving Party in strict confidence, shall not publish or otherwise disclose and shall not use be used for any purpose other than the performance purposes expressly permitted by the Transaction Documents, and shall not be disclosed to any Third Party (including without limitation in connection with any publications, presentations or other disclosures). Notwithstanding the foregoing, the Receiving Party may, subject to the provisions of this Agreement both the terms of this Agreement as well as any other information (includingTransaction Documents, but not limited to, any information in reports, scientific and manufacturing information and plans, marketing and business plans and financial and personnel matters relating disclose the Disclosing Party's Confidential Information to a Party those of its present and its Affiliates' or future productsits Sublicensees' directors, sales, suppliers, customersofficers, employees, investors or business) furnished agents, consultants and clinical investigators that have a need to it know such Confidential Information to achieve the purposes of any of the Transaction Documents and the documents contemplated by Article 2 (the other Party"Restructuring Documents"); provided, its Affiliates or its Sublicensees or Service Providershowever, (collectively, a “Disclosing Party”), (and that such Party shall ensure that its and its Affiliates’ and its ' or Sublicensees’ and Service Providers’ respective ' directors, officers, employees employees, agents, consultants or agents do likewise)clinical investigators to whom disclosure is to be made are bound by, except and take reasonable efforts to ensure compliance with, the extent that it confidentiality terms hereof. Each Party will promptly notify the other upon discovery of any unauthorized use or disclosure of the Confidential Information. Except as may result in certain circumstances under the Restructuring Documents, Confidential Information belongs to and shall remain the property of the Disclosing Party. The provisions of this Article 3 shall not apply to any information which can be established shown by the Receiving Party: 3.1.1 To have been known to or in the possession of the Receiving Party by competent proof that such information: (a) is, prior to the date of its actual receipt from the Disclosing Party; 3.1.2 To be or hereafter becomes, generally to have become readily available to the public other than by reason through any act or omission of the Receiving Party in breach of any default of the Transaction Documents or any other agreement between the Parties; 3.1.3 To have been disclosed to the Receiving Party, other than under an obligation of confidentiality, by a Third Party which had no obligation to the Disclosing Party not to disclose such information to others; or 3.1.4 To have been subsequently independently developed by the Receiving Party with respect to its confidentiality obligations hereunder; (b) was already known to the Receiving Party at the time of disclosure by the Disclosing Party; (c) was lawfully disclosed to the Receiving Party by a Third Party who was not in default of any confidentiality obligation to the Disclosing Party; or (d) is independently developed by or for the Receiving Party without reference to or reliance upon the information furnished by the Disclosing Party (all such information to which none use of the foregoing exceptions apply, “Confidential Information”)Information as demonstrated by competent written records.

Confidentiality; Exceptions. Except to the extent expressly authorized by as otherwise provided in this Agreement or otherwise agreed in writingAgreement, the Parties agree that, during the term of this Agreement Term and for [***] years thereafter, each Partyall non-public, its Affiliatesproprietary or “confidential” marked invention disclosures, Sublicensees know-how, data, clinical and Service Providersnon-clinical and technical, if financial, promotional, commercial and other information of any nature whatsoever (collectively, a “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 or under the Prior CDA shall keep completely confidentialbe received and maintained by the Receiving Party in strict confidence, shall not publish or otherwise disclose and shall not use be used for any purpose other than the performance purposes expressly permitted by this Agreement, and shall not be disclosed to any Third Party (including without limitation in connection with any publications, presentations or other disclosures). Each Party will promptly notify the other upon discovery of any unauthorized use or disclosure of the Confidential Information. Confidential Information belongs to and shall remain the property of the Disclosing Party. The provisions of this Article 6 (Confidentiality) shall not apply to any information that can be shown by the Receiving Party: 6.1.1 to have been known to or in the possession of the Receiving Party prior to the date of its actual receipt from the Disclosing Party; 6.1.2 to be or to have become readily available to the public, other than through any act or omission of the Receiving Party in breach of this Agreement both the terms of this Agreement as well as or any other information (including, but not limited to, any information in reports, scientific and manufacturing information and plans, marketing and business plans and financial and personnel matters relating agreement between the Parties; 6.1.3 to a Party of its present or future products, sales, suppliers, customers, employees, investors or business) furnished have been disclosed to it by the other Receiving Party, its Affiliates or its Sublicensees or Service Providersother than under an obligation of confidentiality, (collectively, by a “Disclosing Party”), (and shall ensure that its and its Affiliates’ and its Sublicensees’ and Service Providers’ respective directors, officers, employees or agents do likewise), except Third Party which had no obligation to the extent that it can be established Disclosing Party not to disclose such information to others; or 6.1.4 to have been subsequently independently developed by the Receiving Party without access to or use of the Confidential Information as demonstrated by competent proof written records; provided, however, that such information: (a) isthe exceptions set forth in Articles 6.1.1, 6.1.3 and 6.1.4 shall not apply to information pertaining to Joint Improvements or hereafter becomeseither Party’s Improvements, generally available which shall be deemed Confidential Information regardless of whether it satisfies the criteria set forth in one or both subsections. sf-2857375 28 Information pertaining to Joint Improvements shall be deemed the public other than by reason Confidential Information of any default by the Receiving Party with respect to its confidentiality obligations hereunder; (b) was already known to the Receiving Party at the time of disclosure by the Disclosing Party; (c) was lawfully disclosed to the Receiving Party by a Third Party who was not in default of any confidentiality obligation to the Disclosing Party; or (d) is independently developed by or for the Receiving Party without reference to or reliance upon the information furnished by the Disclosing Party (all such information to which none of the foregoing exceptions apply, “Confidential Information”)both Parties.

Confidentiality; Exceptions. Except to the extent expressly authorized by as otherwise provided in this Agreement or otherwise agreed in writingAgreement, the Parties agree that, during the term of this Agreement Term and for ***seven (7) years thereafter, each Partyall non-public, its Affiliatesproprietary invention disclosures, Sublicensees know-how, data, and Service Providerstechnical, if financial, promotional, commercial and other information of any nature whatsoever (collectively, a “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 shall keep completely confidentialbe received and maintained by the Receiving Party in strict confidence, shall not publish or otherwise disclose and shall not use be used for any purpose or disclosed to any Third Party other than the performance of purposes expressly permitted by this Agreement both the terms of this Agreement as well as any other information Agreement, (including, but not limited towithout limitation in connection with any publications, any information in reportspresentations or other disclosures). Notwithstanding the foregoing, scientific and manufacturing information and plansthe Receiving Party may, marketing and business plans and financial and personnel matters relating subject to a Party the provisions of this Agreement, disclose the Disclosing Party’s Confidential Information to those of its present and its Affiliates’ or future productsits sublicensees’ directors, sales, suppliers, customersofficers, employees, investors or business) furnished agents, consultants, contractors and clinical investigators that have a need to it by know such Confidential Information to achieve the other Partypurposes of this Agreement; provided, its Affiliates or its Sublicensees or Service Providershowever, (collectively, a “Disclosing Party”), (and that such Party shall ensure that its and its Affiliates’ and its Sublicenseesor sublicensees’ and Service Providers’ respective directors, officers, employees employees, agents, consultants, contractors or agents do likewise)clinical investigators to whom disclosure is to be made are bound by, except and take reasonable efforts to ensure compliance with, the confidentiality and use provisions at least as restrictive as those contained in this Article 6 hereof. Each Party will promptly notify the other upon discovery of any unauthorized use or disclosure of the Disclosing Party’s Confidential Information. Confidential Information belongs to and shall remain the property of the Disclosing Party. page 37 of 67 Portions of this Exhibit, indicated by the ▇▇▇▇ “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the extent Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. The provisions of this Article 6 shall not apply to any information that it can be established shown by the Receiving Party: To have been known to or in the possession of the Receiving Party by competent proof that such information: (a) is, and at its free disposal prior to the date of its actual receipt from the Disclosing Party; To be or hereafter becomes, generally to have become readily available to the public other than through any act or omission of the Receiving Party in breach of this Agreement or any other agreement between the Parties; To have been disclosed to the Receiving Party, other than under an obligation of confidentiality, by reason of any default a Third Party which had no obligation to the Disclosing Party not to disclose such information to others; or To have been subsequently independently developed by the Receiving Party with respect to its confidentiality obligations hereunder; (b) was already known to the Receiving Party at the time of disclosure by the Disclosing Party; (c) was lawfully disclosed to the Receiving Party by a Third Party who was not in default of any confidentiality obligation to the Disclosing Party; or (d) is independently developed by or for the Receiving Party without reference to or reliance upon the information furnished by the Disclosing Party (all such information to which none use of the foregoing exceptions applyConfidential Information as demonstrated by competent written records. For this article 6 only, “INTERCEPT Know-How shall be deemed to be Confidential Information”)Information pertaining to both Parties, with both Parties being obliged to keep it confidential.

Confidentiality; Exceptions. Except to the extent expressly authorized by as otherwise provided in this Agreement or otherwise agreed in writingAgreement, the Parties agree that, during the term of this Agreement Term and for ***seven (7) years thereafter, each Partyall non-public, its Affiliatesproprietary invention disclosures, Sublicensees know-how, data, and Service Providerstechnical, if financial, promotional, commercial and other information of any nature whatsoever (collectively, a “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 shall keep completely confidentialbe received and maintained by the Receiving Party in strict confidence, shall not publish or otherwise disclose and shall not use be used for any purpose or disclosed to any Third Party other than the performance of purposes expressly permitted by this Agreement both the terms of this Agreement as well as any other information Agreement, (including, but not limited towithout limitation in connection with any publications, any information in reportspresentations or other disclosures). Notwithstanding the foregoing, scientific and manufacturing information and plansthe Receiving Party may, marketing and business plans and financial and personnel matters relating subject to a Party the provisions of this Agreement, disclose the Disclosing Party’s Confidential Information to those of its present and its Affiliates’ or future productsits sublicensees’ directors, sales, suppliers, customersofficers, employees, investors or business) furnished agents, consultants, contractors and clinical investigators that have a need to it by know such Confidential Information to achieve the other Partypurposes of this Agreement; provided, its Affiliates or its Sublicensees or Service Providershowever, (collectively, a “Disclosing Party”), (and that such Party shall ensure that its and its Affiliates’ and its Sublicenseesor sublicensees’ and Service Providers’ respective directors, officers, employees employees, agents, consultants, contractors or agents do likewise)clinical investigators to whom disclosure is to be made are bound by, except and take reasonable efforts to ensure compliance with, the confidentiality and use provisions at least as restrictive as those contained in this Article 6 hereof. Each Party will promptly notify the other upon discovery of any unauthorized use or disclosure of the Disclosing Party’s Confidential Information. Confidential Information belongs to and shall remain the property of the Disclosing Party. Portions of this Exhibit, indicated by the m▇▇▇ “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the extent Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. The provisions of this Article 6 shall not apply to any information that it can be established shown by the Receiving Party: To have been known to or in the possession of the Receiving Party by competent proof that such information: (a) is, and at its free disposal prior to the date of its actual receipt from the Disclosing Party; To be or hereafter becomes, generally to have become readily available to the public other than through any act or omission of the Receiving Party in breach of this Agreement or any other agreement between the Parties; To have been disclosed to the Receiving Party, other than under an obligation of confidentiality, by reason of any default a Third Party which had no obligation to the Disclosing Party not to disclose such information to others; or To have been subsequently independently developed by the Receiving Party with respect to its confidentiality obligations hereunder; (b) was already known to the Receiving Party at the time of disclosure by the Disclosing Party; (c) was lawfully disclosed to the Receiving Party by a Third Party who was not in default of any confidentiality obligation to the Disclosing Party; or (d) is independently developed by or for the Receiving Party without reference to or reliance upon the information furnished by the Disclosing Party (all such information to which none use of the foregoing exceptions applyConfidential Information as demonstrated by competent written records. For this article 6 only, “INTERCEPT Know-How shall be deemed to be Confidential Information”)Information pertaining to both Parties, with both Parties being obliged to keep it confidential.

Confidentiality; Exceptions. 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 ***ten (10) years thereafter, each the receiving Party, its Affiliates, Sublicensees its licensees and Service Providersits sublicensees shall, if any (collectivelyand shall ensure that their respective employees, a “Receiving Party”)officers and directors shall, shall keep completely confidential, shall confidential and not publish or otherwise disclose and shall not use for any purpose other than the performance of this Agreement both the terms of this Agreement as well as any other information (including, but not limited to, any information in reports, scientific and manufacturing information and plans, marketing and business plans and financial and personnel matters relating to a Party of its present or future products, sales, suppliers, customers, employees, investors or business) furnished to it or them by the other Party, its Affiliates Affiliates, its licensees or its Sublicensees sublicensees or Service Providersdeveloped under or in connection with this Agreement ("Proprietary Information"). The existence of this Agreement, (collectively, a “Disclosing Party”), (its included attachments and their contents are Proprietary Information of both Parties. The obligations of confidentiality and non-use shall ensure that its and its Affiliates’ and its Sublicensees’ and Service Providers’ respective directors, officers, employees or agents do likewise), except not apply to the extent that information for which it can be established by the Receiving receiving Party by competent proof that such information: : (a) is, or hereafter becomes, generally available to the public other than by reason of any default by the Receiving Party with respect to its confidentiality obligations hereunder; (bi) was already known to the Receiving Party receiving Party, other than under an obligation of confidentiality, at the time of disclosure by the Disclosing other Party; or (cii) was lawfully generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; or (iii) became generally available to the public or was 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 receiving Party, other than under an obligation of confidentiality, by a Third Party who was not in default of any confidentiality had no obligation to the Disclosing Party; or (d) is independently developed by or for the Receiving disclosing Party without reference not to or reliance upon the information furnished by the Disclosing Party (all disclose such information to which none others; or (v) is required to be submitted by the receiving Party to governmental authorities to facilitate the issuance of any necessary registrations or filings in connection with developing the Product [**], provided that reasonable measures shall be taken to assure confidential treatment of such information. Notwithstanding the obligations of confidentiality and prohibitions on use, it shall not be a breach of a Party's obligations under this Section 8.3 to disclose Proprietary Information: (i) to Third Parties under confidentiality provisions at least as stringent as those in this Agreement, for consulting, manufacturing development, manufacturing, external testing, marketing trials and to Third Parties who are sublicensees or other development/marketing partners of the foregoing exceptions applyParties with respect to any of the subject matter of this Agreement; or (ii) in compliance with applicable laws or regulations or order by a court or other regulatory body having competent jurisdiction; provided that if a Party is required to make any such disclosure of the other Party's Proprietary Information such Party will, “Confidential Information”except where impracticable for necessary disclosures (for example, to physicians 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 assist the disclosing Party in its efforts to secure confidential treatment of such Proprietary Information required to be disclosed.

Confidentiality; Exceptions. 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, each Party, its Affiliates, Sublicensees and Service Providers, if any the receiving Party (collectively, a the “Receiving Party”), shall ) and its Affiliates will keep completely confidential, shall confidential and will not publish or otherwise disclose and shall not or use for any purpose other than the performance of as provided for in this Agreement both 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 terms 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 as well as any other information (Agreement, including, but not limited to, any trade secrets, Know-How, inventions or discoveries, proprietary information, formulae, processes, techniques and information in reports, scientific and manufacturing information and plans, marketing and business plans and financial and personnel matters relating to a the past, present and future marketing, financial, and research and development activities of any product or potential product or useful technology of the Disclosing Party of its present or future products, sales, suppliers, customers, employees, investors or business) furnished to it by the other Party, its Affiliates or its Sublicensees or Service Providers, and the pricing thereof (collectively, a “Disclosing PartyConfidential Information”), (and shall ensure that its and its Affiliates’ and its Sublicensees’ and Service Providers’ respective directors, officers, employees or agents do likewise), except to the extent that it can be established by the Receiving Party by competent proof that such information: (a) isConfidential Information: 6.1.1 was in the lawful knowledge and possession of the Receiving Party or its Affiliates prior to the time it was disclosed to, or hereafter becomeslearned by, the Receiving Party or its Affiliates, or was otherwise developed independently by the 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; 6.1.2 was generally available to the public other than by reason or otherwise part of any default by the Receiving Party with respect to public domain at the time of its confidentiality obligations hereunder; (b) was already known disclosure to the Receiving Party at or its Affiliates; 6.1.3 became generally available to the time public or otherwise part of the public domain after its disclosure by and other than through any act or omission of the Disclosing PartyReceiving Party or its Affiliates in breach of this Agreement; (c) or 6.1.4 was lawfully disclosed to the Receiving Party or its Affiliates, other than under an obligation of confidentiality, by a Third Party who was not in default of any confidentiality had no obligation to the Disclosing Party; Party or (d) is independently developed by or for the Receiving Party without reference its Affiliates not to or reliance upon the information furnished by the Disclosing Party (all disclose such information to which none of the foregoing exceptions apply, “Confidential Information”)others.

Confidentiality; Exceptions. 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, each Party, its Affiliates, Sublicensees Affiliates and Service Providersits Sublicensees, if any (collectively, a “Receiving "receiving Party”"), shall use their best efforts to keep completely confidential, shall not publish or otherwise disclose to any Third Party and shall not use for any purpose other than the performance of this Agreement both the financial terms of this Agreement as well as any other information (including, but not limited to, and any information in reports, scientific and manufacturing information and plans, marketing and business plans and financial and personnel matters relating to a Party of its present or future products, sales, suppliers, customers, employees, investors or business) furnished to it by the other Party, its Affiliates or its Sublicensees or Service ProvidersSublicensees, if any (collectively, a “Disclosing "disclosing Party”), ") (and shall ensure that its and its Affiliates’ ' and its Sublicensees’ and Service Providers’ ' respective directors, officers, employees or agents do likewise), except to the extent that it can be established by the Receiving receiving Party by competent proof that such information: (ai) is, or hereafter becomes, generally available to the public other than by reason of any default by the Receiving receiving Party with respect to its confidentiality obligations hereunder; (bii) was already known to the Receiving receiving Party at the time of disclosure by the Disclosing disclosing Party; (ciii) was lawfully disclosed to the Receiving receiving Party by a Third Party who was not in default of any confidentiality obligation to the Disclosing disclosing Party; or (div) is independently developed by or for the Receiving receiving Party without reference to or reliance upon the information furnished by the Disclosing disclosing Party (all such information to which none of the foregoing exceptions applyapplies, “"Confidential Information”"). The NEOTHERAPEUTICS Licensed Technology and NEOTHERAPEUTICS Development Technology shall be the Confidential Information of NEOTHERAPEUTICS and the GPC Development Technology shall be the Confidential Information of GPC. The Joint Development Technology shall be the Confidential Information of both Parties.

Confidentiality; Exceptions. Except to the extent expressly authorized by as otherwise provided in this Agreement or otherwise agreed in writingAgreement, the Parties agree that, during for the term of this Agreement and for [***] thereafter, each Partyall non-public, its Affiliatesproprietary, Sublicensees or "confidential"-marked invention disclosures, Inventions, know-how, data, and Service Providerstechnical, if financial and other information of any nature whatsoever, including, without limitation, all discussions and information exchanged or disclosed, in writing or through observation, by one Party (the "DISCLOSING PARTY") to the other Party (the "RECEIVING PARTY") hereunder (collectively, a “"CONFIDENTIAL INFORMATION") shall be received and maintained by the Receiving Party”), shall keep completely confidentialParty in strict confidence, shall not publish or otherwise disclose and shall not use be used by the Receiving Party for any purpose other than the performance of purposes expressly permitted by this Agreement both or for the terms purpose of exercising the Receiving Party's rights and obligations under this Agreement as well as Agreement, and shall not be disclosed to any other information Third Party (including, but not limited towithout limitation, in connection with any information in reportspublications, scientific and manufacturing information and planspresentations or other disclosures). Notwithstanding the foregoing, marketing and business plans and financial and personnel matters relating the Receiving Party may, subject to a Party the provisions of this Agreement, disclose the Disclosing Party's Confidential Information to those of its present and its Affiliates' or future productsSublicensees' directors, sales, suppliers, customersofficers, employees, investors or business) furnished agents, consultants and clinical investigators that have a need to it by know such Confidential Information to achieve the other Partypurposes of this Agreement, its Affiliates or its Sublicensees or Service Providers, (collectively, a “Disclosing Party”), (and provided that such Receiving Party shall ensure that its and its Affiliates’ and its ' or Sublicensees’ and Service Providers’ respective ' directors, officers, employees employees, agents, consultants or agents do likewise)clinical investigators to whom disclosure is to be made are bound by the obligations of confidentiality and non-disclosure and non-use no less stringent than those set forth herein. Each Party shall promptly notify the other Party in writing upon discovery of any unauthorized use or disclosure of the Confidential Information, except and shall describe the facts and circumstances of such use or disclosure. Except to the extent that it expressly provided for in this Agreement, Confidential Information belongs to and shall remain the property of the Disclosing Party. The provisions of this Article 7 shall not apply to any information which can be established shown by contemporaneous written documentation by the Receiving Party: 7.1.1 To have been known to or in the possession of the Receiving Party by competent proof that such information: (a) is, prior to the date of its actual receipt from the Disclosing Party; 7.1.2 To be or hereafter becomes, generally to have become readily available to the public other than through any act or omission of the Receiving Party in breach of this Agreement or any other agreement between the Parties; 7.1.3 To have been disclosed to the Receiving Party, other than under an obligation of confidentiality, by reason of any default a Third Party which had no obligation not to disclose such information to others; or 7.1.4 To have been subsequently independently developed by the Receiving Party with respect to its confidentiality obligations hereunder; (b) was already known to the Receiving Party at the time of disclosure by the Disclosing Party; (c) was lawfully disclosed to the Receiving Party by a Third Party who was not in default of any confidentiality obligation to the Disclosing Party; or (d) is independently developed by or for the Receiving Party without reference to or reliance upon the information furnished by the Disclosing Party (all such information to which none use of the foregoing exceptions applyConfidential Information as demonstrated by competent written records. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, “Confidential Information”)MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, during that the term of this Agreement and for ***, each Party, its Affiliates, Sublicensees and Service Providers, if any receiving Party (collectively, a the “Receiving Party”), ) shall keep completely confidential, confidential and shall not publish or otherwise disclose and shall not or use for any purpose other than the performance of as provided for in this Agreement both any Information 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 terms other Party (the “Disclosing Party”) or otherwise received or accessed by a Receiving Party in the course of performing its obligations under this Agreement as well as any other information (including, but not limited toto trade secrets, any know-how, proprietary information, formulae, processes, techniques and information in reports, scientific and manufacturing information and plans, marketing and business plans and financial and personnel matters relating to a Party's past, present and future marketing, financial, and research and development activities of any product of the Disclosing Party of its present or future products, sales, suppliers, customers, employees, investors or business) furnished to it by and the other Party, its Affiliates or its Sublicensees or Service Providers, pricing thereof (collectively, a “Disclosing PartyConfidential Information”), (and shall ensure that its and its Affiliates’ and its Sublicensees’ and Service Providers’ respective directors, officers, employees or agents do likewise), except to the extent that it can be established by the Receiving Party by competent proof that such information: (a) isConfidential Information: 9.1.1 was in the lawful knowledge and possession of the Receiving Party prior to the time it was disclosed to, or hereafter becomeslearned by, the Receiving Party, or was otherwise developed independently by the 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; 9.1.2 was generally available to the public other than by reason or otherwise part of any default by the Receiving Party with respect to its confidentiality obligations hereunder; (b) was already known to the Receiving Party public domain at the time of its disclosure by to the Disclosing Receiving Party; 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; (c) or 9.1.4 was lawfully disclosed to the Receiving Party Party, other than under an obligation of confidentiality, by a Third Party who was not in default of any confidentiality had no obligation to the Disclosing Party; or (d) is independently developed by or for the Receiving Party without reference not to or reliance upon the disclose such information furnished by to others. Notwithstanding any disclosure of Confidential Information of the Disclosing Party (all to the Receiving Party, no ownership of such information to which none Confidential Information shall be transferred as a result of the foregoing exceptions apply, “Confidential Information”)such disclosure.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writingwriting and subject to the MGH License Agreement, the Parties agree that, during the term of this Agreement and for ***five years thereafter, each Party, its Affiliates, Sublicensees Affiliates and Service Providersits Sublicensees, if any (collectively, a “Receiving "receiving Party”"), shall use their best efforts to keep completely confidential, shall not publish or otherwise disclose to any Third Party and shall not use for any purpose other than the performance of this Agreement both the financial terms of this Agreement as well as any other information (including, but not limited to, and any information in reports, scientific and manufacturing information and plans, marketing and business plans and financial and personnel matters relating to a Party of its present or future products, sales, suppliers, customers, employees, investors or business) furnished to it by the other Party, its Affiliates or its Sublicensees or Service ProvidersSublicensees, if any (collectively, a “Disclosing "disclosing Party”), ") (and shall ensure that its and its Affiliates’ ' and its Sublicensees’ and Service Providers’ ' respective directors, officers, employees or agents do likewise), except to the extent that it can be established by the Receiving receiving Party by competent proof that such information: (ai) is, or hereafter becomes, generally available to the public other than by reason of any default by the Receiving receiving Party with respect to its confidentiality obligations hereunder; (bii) was already known to the Receiving receiving Party at the time of disclosure by the Disclosing disclosing Party; (ciii) was lawfully disclosed to the Receiving receiving Party by a Third Party who was not in default of any confidentiality obligation to the Disclosing disclosing Party; or (div) is independently developed by or for the Receiving receiving Party without reference to or reliance upon the information furnished by the Disclosing disclosing Party (all such information to which none of the foregoing exceptions applyapplies, “"Confidential Information”"). The GAMETE Development Technology shall be the Confidential Information of GAMETE and the VIACELL Development Technology shall be the Confidential Information of VIACELL. The Joint Development Technology shall be the Confidential Information of both Parties.

Confidentiality; Exceptions. Except to Notwithstanding the extent expressly authorized by this Agreement or otherwise agreed in writingforegoing, the Parties agree that, during the term provisions of this Agreement Sections 6.1 and for ***, each Party, its Affiliates, Sublicensees and Service Providers, if any (collectively, a “Receiving Party”), shall keep completely confidential, 6.2 shall not publish or otherwise disclose and shall not use for any purpose other than the performance of this Agreement both the terms of this Agreement as well as any other information (including, but not limited to, any information in reports, scientific and manufacturing information and plans, marketing and business plans and financial and personnel matters relating apply to a Party of its present or future products, sales, suppliers, customers, employees, investors or business) furnished to it by the other Party, its Affiliates or its Sublicensees or Service Providers, (collectively, a “Disclosing Party”), (and shall ensure Confidential Information that its and its Affiliates’ and its Sublicensees’ and Service Providers’ respective directors, officers, employees or agents do likewise), except to the extent that it can be established by the Receiving Party by competent proof that such information: (a) is, is publicly available or hereafter becomes, generally available to in the public other than by reason of any default by domain at the Receiving Party with respect to its confidentiality obligations hereundertime disclosed; (b) was already known to is or becomes publicly available or enters the public domain through no fault of the Receiving Party at the time of disclosure by the Disclosing Party; (c) was lawfully disclosed is rightfully communicated to the Receiving Party by a Third Party who was persons not bound by confidentiality obligations with respect thereto; (d) is already in default the Receiving Party’s possession free of any confidentiality obligation to obligations with respect thereto at the Disclosing Partytime of disclosure; or (de) is independently developed by or for the Receiving Party without reference to the Disclosing Party’s Confidential Information; or reliance upon the information furnished (f) is approved by the Disclosing Party for release or disclosure to the Receiving Party without restriction. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (all such information x) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law or rules of any exchange or market on which none the securities of a Party are listed, provided that the Party making the disclosure pursuant to the order shall first have given notice to the other Party, if legally permitted to do so, so that the Disclosing Party may seek a protective order or other appropriate remedy. The Receiving Party shall furnish only that portion of the foregoing exceptions apply, “Confidential Information that the Receiving Party is legally required to furnish and shall reasonably cooperate with the Disclosing Party in seeking assurances that confidential treatment will be accorded such Confidential Information”).

Confidentiality; Exceptions. Except Notwithstanding the foregoing, the provisions of Sections 5.2 and 5.3 will not apply to any item of Confidential Information that (a) is publicly available or in the public domain at the time disclosed; (b) is or becomes publicly available or enters the public domain through no fault of the Receiving Party or its Representatives in breach of this Section 5; (c) is rightfully communicated to the extent expressly authorized Receiving Party or to one or more of its Representatives by this Agreement or otherwise agreed persons not bound by a known confidentiality obligations with respect thereto; (d) is already in writing, the Parties agree that, during the term of this Agreement and for ***, each Party, its Affiliates, Sublicensees and Service Providers, if any (collectively, a “Receiving Party”), shall keep completely confidential, shall not publish ’s or otherwise disclose and shall not use for any purpose other than the performance of this Agreement both the terms of this Agreement as well as any other information (including, but not limited to, any information in reports, scientific and manufacturing information and plans, marketing and business plans and financial and personnel matters relating to a Party one or more of its present Representatives’ possession free of any confidentiality obligations with respect thereto at the time of disclosure; (e) was or future products, sales, suppliers, customers, employees, investors or business) furnished to it by the other Party, its Affiliates or its Sublicensees or Service Providers, (collectively, a “Disclosing Party”), (and shall ensure that its and its Affiliates’ and its Sublicensees’ and Service Providers’ respective directors, officers, employees or agents do likewise), except to the extent that it can be established is independently developed by the Receiving Party or by competent proof that such information: (a) is, one or hereafter becomes, generally available to the public other than by reason more of any default by the Receiving Party with respect to its confidentiality obligations hereunder; (b) was already known to the Receiving Party at the time Representatives without reliance upon Confidential Information of disclosure by the Disclosing Party; (c) was lawfully disclosed to the Receiving Party by a Third Party who was not in default of any confidentiality obligation to the Disclosing Party; or (df) is independently developed by approved for release or for the Receiving Party without reference to or reliance upon the information furnished disclosure by the Disclosing Party without restriction. Notwithstanding the foregoing, each Receiving Party and its Representatives may disclose Confidential Information to the limited extent required (all x) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Receiving Party making the disclosure pursuant to the order will first have given written notice to the other Disclosing Party so that Disclosing Party may seek an appropriate protective order or other remedy protecting the Confidential Information from disclosure. If, in the absence of such information to which none of the foregoing exceptions applya protective order or other remedy or waiver, “Confidential Information”).Receiving Party or its Representatives are

Confidentiality; Exceptions. 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 **** * * years thereafter, each Party, its Affiliates, Sublicensees and Service Providers, if any it (collectively, a the “Receiving Party”), ) shall keep completely confidential, confidential and shall not publish or otherwise disclose and shall not or use for any purpose other than the performance of as explicitly provided for in this Agreement both any confidential and proprietary information of materials, patentable or otherwise, in any form (written, oral, photographic, electronic, magnetic, or otherwise) that is disclosed to it by the terms other Party (the “Disclosing Party”) or otherwise received or accessed by a Receiving Party in the course of performing its obligations under this Agreement as well as any other information (including, but not limited to, any trade secrets, Know-How, Product specifications, formulae, processes, techniques and information in reports, scientific and manufacturing information and plans, marketing and business plans and financial and personnel matters relating to a Party’s past, present and future marketing, financial, and research and development activities for any product of the Disclosing Party of its present or future products, sales, suppliers, customers, employees, investors or business) furnished to it by and the other Party, its Affiliates or its Sublicensees or Service Providers, pricing thereof (collectively, a “Disclosing PartyConfidential Information”). Confidential Information of each Party includes the terms and conditions of this Agreement. Notwithstanding the foregoing, (and Confidential Information shall ensure that its and its Affiliates’ and its Sublicensees’ and Service Providers’ respective directors, officers, employees not be deemed to include information or agents do likewise), except materials to the extent that it can be established by the Receiving Party by competent proof that such information: (a) is, information or hereafter becomes, generally available to the public other than by reason of any default by the Receiving Party with respect to its confidentiality obligations hereunder; (b) was material: 7.1.1. is already lawfully known to the Receiving Party Party, other than under an obligation of confidentiality at the time of disclosure by the 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; (c) 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 Party; 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 Party or its Affiliates in violation of this Agreement; 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 Party Party, other than under an obligation of confidentiality, by a Third Party who was had no obligation not in default of any confidentiality obligation to the Disclosing Party; or (d) is independently developed by or for the Receiving Party without reference to or reliance upon the information furnished by the Disclosing Party (all disclose such information to which none others; Table of the foregoing exceptions apply, “Confidential Information”).Contents

Confidentiality; Exceptions. 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, each Party, its Affiliates, Sublicensees Affiliates and Service Providersits Sublicensees, if any (collectively, a “Receiving receiving Party”), shall use their best efforts to keep completely confidential, shall not publish or otherwise disclose to any Third Party and shall not use for any purpose other than the performance of this Agreement both the financial terms of this Agreement as well as any other information (including, but not limited to, and any information in reports, scientific and manufacturing information and plans, marketing and business plans and financial and personnel matters relating to a Party of its present or future products, sales, suppliers, customers, employees, investors or business) furnished to it by the other Party, its Affiliates or its Sublicensees or Service ProvidersSublicensees, if any (collectively, a “Disclosing disclosing Party”), ) (and shall ensure that its and its Affiliates’ and its Sublicensees’ and Service Providers’ respective directors, officers, employees or agents do likewise), except to the extent that it can be established by the Receiving receiving Party by competent proof that such information: (ai) is, or hereafter becomes, generally available to the public other than by reason of any default by the Receiving receiving Party with respect to its confidentiality obligations hereunder; (bii) was already known to the Receiving receiving Party at the time of disclosure by the Disclosing disclosing Party; (ciii) was lawfully disclosed to the Receiving receiving Party by a Third Party who was not in default of any confidentiality obligation to the Disclosing disclosing Party; or (div) is independently developed by or for the Receiving receiving Party without reference to or reliance upon the information furnished by the Disclosing disclosing Party (all such information to which none of the foregoing exceptions applyapplies, “Confidential Information”). The NEOTHERAPEUTICS Licensed Technology and NEOTHERAPEUTICS Development Technology shall be the Confidential Information of NEOTHERAPEUTICS and *** 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. the GPC Development Technology shall be the Confidential Information of GPC. The Joint Development Technology shall be the Confidential Information of both Parties.

Confidentiality; Exceptions. Except to the extent expressly authorized by Unless otherwise set forth in this Agreement or otherwise agreed in writingAgreement, the Parties agree that, during the term of this Agreement and for ***, each Party, its Affiliates, Sublicensees and Service Providers, if any (collectively, a “Receiving Party”), shall keep completely confidential, shall not publish or otherwise disclose and shall not use for any purpose other than the performance of this Agreement both the terms of this Agreement as well as any other information (including, but not limited to, any information in reports, scientific and manufacturing information and plans, marketing and business plans and financial and personnel matters relating to a Party of its present or future products, sales, suppliers, customers, employees, investors or business) furnished to it by the other Party, its Affiliates or its Sublicensees or Service Providers, (collectively, a “Disclosing Party”), (and shall ensure that its and its Affiliates’ and its Sublicensees’ and Service Providers’ respective directors, officers, employees or agents do likewise), except to the extent that it can be established by the Receiving Party by competent proof that such information: (a) is, or hereafter becomes, generally available to the public other than by reason of any default by the Receiving Party with respect to its confidentiality obligations hereunder; (b) was already known all Information disclosed or provided by, or on behalf of, either Party to the Receiving Party at the time of disclosure by the Disclosing Party; other or its designees in connection with this Agreement, whether provided orally, visually, electronically, in writing or in any other form, (c) was lawfully disclosed to the Receiving Party by a Third Party who was not in default of any confidentiality obligation to the Disclosing Party; or (d) is independently developed by or for the Receiving Party without reference to or reliance upon the information furnished by the Disclosing Party (all such information to which none of the foregoing exceptions apply, “Confidential Information”), the Party receiving such Confidential Information (“Recipient”) shall maintain the confidential and proprietary status of such Confidential Information, keep such Confidential Information and each part thereof within its possession or under its control, use all its reasonable efforts to prevent the disclosure of any Confidential Information to any other person, and use all its reasonable efforts to ensure that such Confidential Information is used only for those purposes specifically authorized by this Agreement. These mutual obligations of confidentiality shall apply until five (5) years following the later of expiration or termination of the Agreement, but such obligations shall not apply to any Information to the extent that such Information is: (a) independently developed by such Party outside the scope and not in violation of this Agreement, as evidenced by such Party’s contemporaneous written records; (b) in the public domain at the time of its receipt or thereafter becomes part of the public domain through no fault of or breach of this Agreement by the Recipient or by any person to whom the Recipient disclosed such Confidential Information; (c) received without an obligation of confidentiality from a Third Person having the right to disclose such information; or (d) released from the restrictions of this Section 17.1 by the express written consent of the disclosing Party. Notwithstanding the provisions of Section 17.1 hereof, the Parties may, to the extent necessary, disclose and use Confidential Information (i) to secure patent protection for an invention developed as a result of the Product Development Program or, to obtain regulatory clearance or institutional or government approval to clinically test or market Product, or (ii) as required by law, statute, rule or court order to be disclosed (the disclosing Party shall, however, use reasonable efforts to obtain confidential treatment of any such disclosure, and consult with the other Party and permit the other Party to participate in seeking an appropriate protective order).

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the The Parties agree that, during for the term of this Agreement Term and for [***] thereafter (other than for trade secrets, each Partyfor which the confidentiality obligations set forth herein shall last as long as trade secret law shall allow), its Affiliatesall non-public, Sublicensees proprietary or “confidential” disclosures, know-how, data, and Service Providerstechnical, if financial and other information of any nature whatsoever (collectively, a “Receiving PartyCONFIDENTIAL 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, shall keep completely confidentialbe received and maintained by the Receiving Party in strict confidence, shall not publish or otherwise disclose and shall not use be used for any purpose other than the performance 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, Santarus may disclose on a need-to-know basis the existence of this Agreement both and the terms of this Agreement as well as hereof to any other information (includingbona fide potential acquirers, but not limited to, any information in reports, scientific and manufacturing information and plans, marketing and business plans and financial and personnel matters relating to a Party of its present or future products, sales, suppliers, customers, employeescorporate partners, investors or business) furnished to it by financial advisors. The Receiving Party will promptly notify the other Party, its Affiliates Disclosing Party upon discovery of any unauthorized use or its Sublicensees or Service Providers, (collectively, a “disclosure of the Disclosing Party”), (’s Confidential Information. Confidential Information belongs to and shall ensure that its remain the property of the Disclosing Party. *** Certain information on this page has been omitted and its Affiliates’ and its Sublicensees’ and Service Providers’ respective directors, officers, employees or agents do likewise), except to filed separately with the extent that it can be established by the Receiving Party by competent proof that such information: (a) is, or hereafter becomes, generally available to the public other than by reason of any default by the Receiving Party Commission. Confidential treatment has been requested with respect to its confidentiality obligations hereunder; (b) was already known to the Receiving Party at the time of disclosure by the Disclosing Party; (c) was lawfully disclosed to the Receiving Party by a Third Party who was not in default of any confidentiality obligation to the Disclosing Party; or (d) is independently developed by or for the Receiving Party without reference to or reliance upon the information furnished by the Disclosing Party (all such information to which none of the foregoing exceptions apply, “Confidential Information”)omitted portions.

Confidentiality; Exceptions. 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 ***three (3) years thereafter, each Party, its Affiliates, Sublicensees and Service Providers, if any (collectively, a “Receiving Party”), the receiving Party shall keep completely confidential, confidential and shall not publish or otherwise disclose and shall not use for any purpose other than the proper performance of this Agreement both the terms of this Agreement as well as any other information (including, but not limited to, hereunder any information in reports, scientific and manufacturing information and plans, marketing and business plans and financial and personnel matters relating to a Party of its present or future products, sales, suppliers, customers, employees, investors or business) furnished to it by the other Party, its Affiliates or its Sublicensees or Service Providers, (collectively, a “Disclosing Party”), (and shall ensure that its and its Affiliates’ and its Sublicensees’ and Service Providers’ respective directors, officers, employees or agents do likewise)Party pursuant to this Agreement, except to the extent that it can be established by the Receiving receiving Party by competent proof that such information: : (a) is, or hereafter becomes, generally available to the public other than by reason of any default by the Receiving Party with respect to its confidentiality obligations hereunder; (b) was already known to the Receiving Party receiving Party, other than under an obligation of confidentiality, at the time of disclosure by the Disclosing other Party; ; (b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (c) 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 lawfully disclosed to the Receiving Party receiving Party, other than under an obligation of confidentiality, by a Third Party who was not in default of any confidentiality had no obligation to the Disclosing Partydisclosing Party not to disclose such information to others; or or (de) is was independently developed by or for the Receiving receiving Party without reference by persons not having access to or reliance upon the information furnished such information, as determined by the Disclosing written records of such party. Each Party (all 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 physicians 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 which none of the foregoing exceptions apply, “Confidential Information”)be disclosed.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, during that a Party and its Affiliates and representatives (the term of this Agreement and for ***, each Party, its Affiliates, Sublicensees and Service Providers, if any (collectively, a “Receiving Party”), ) shall keep completely confidential, confidential and shall not publish or otherwise disclose and shall not or use for any purpose other than the performance of as provided for in this Agreement both the terms of this Agreement as well as any Know-How or other information (including, but not limited to, any information in reports, scientific confidential and manufacturing proprietary information and plansmaterials, marketing and business plans and financial and personnel matters relating to a Party of its present patentable or future productsotherwise, salesin any form (written, suppliersoral, customersphotographic, employeeselectronic, investors magnetic, or businessotherwise) furnished which is disclosed to it by the other Party, Party or its Affiliates or its Sublicensees or Service Providers, representatives (collectively, a the “Disclosing Party”), including trade secrets, Know-How, inventions or discoveries, proprietary information, formulae, processes, techniques and information relating to a Party’s past, present and future marketing, financial and development activities of any product or potential product or useful technology of the Disclosing Party and the pricing thereof (and shall ensure that its and its Affiliates’ and its Sublicensees’ and Service Providers’ respective directorscollectively, officers, employees or agents do likewise“Confidential Information”), except to the extent that it can be established by the Receiving Party by competent proof that such information: Confidential Information: (a) iswas in the lawful knowledge and possession of the Receiving Party prior to the time it was disclosed to the Receiving Party, as evidenced by written records kept in the ordinary course of business, or hereafter becomesother documentary proof of actual use by the Receiving Party; (b) was otherwise developed independently by the Receiving Party without use of or reference to the Disclosing Party’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; (c) was generally available to the public other than by reason or otherwise part of any default by the public domain at the time of its disclosure to the Receiving Party with respect Party; (d) became generally available to the public or otherwise part of the public domain after its confidentiality obligations hereunder; (b) was already known disclosure to the Receiving Party at hereunder other than through any act or omission of the time Receiving Party in breach of disclosure by the Disclosing Partythis Agreement; or (ce) was lawfully disclosed to the Receiving Party Party, other than under an obligation of confidentiality, by a Third Party who was not in default of any confidentiality had no obligation to the Disclosing Party; or (d) is independently developed by or for the Receiving Party without reference not to or reliance upon the information furnished by the Disclosing Party (all disclose such information to which none others. Subject to and without prejudice to the foregoing, any Confidential Information disclosed by either Party (or their Affiliates) prior to the Effective Date pursuant to the Confidentiality Agreement between Novartis International AG and XOMA, dated July 6, 2017 (the “Existing Confidentiality Agreement”) shall be Confidential Information of such Party for all purposes under this Agreement, it being understood and agreed that this Agreement supersedes and replaces the Existing Confidentiality Agreement with respect to such Confidential Information and the rights and obligations of the foregoing exceptions apply, “Confidential Information”)Parties with respect thereto.

Confidentiality; Exceptions. The Parties acknowledge that discussions between ANIKA and MITEK will necessarily require the exchange of information (including detailed financial and product information) that is considered confidential and proprietary by the disclosing Party. The Parties agree that any information relating to the business of the disclosing Party which such Party discloses to the other Party pursuant to this Agreement shall be considered “Confidential Information” and shall include, without limitation, (i) for ANIKA, the ANIKA Know-How; (ii) earnings, costs, and other financial information; (iii) drawings, formulations, samples, technical data, photographs, specifications, manufacturing methods, testing procedures; (iv) marketing, sales and customer information relating to the disclosing Party’s business; (v) all clinical studies and data developed by either Party in connection with this Agreement (but subject to the rights granted in Section 2.1 and ownership of regulatory filings in Section 2.2); and (vi) for ANIKA, all other Information related to Licensed Product in the Field. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, during for the term time royalties are due and for five (5) years thereafter, subject to and except as permitted by Section 7.4 of this Agreement and for ***Agreement, each Party, its Affiliates, Sublicensees and Service Providers, if any (collectively, a “Receiving Party”), Party shall keep completely confidential (and shall cause the directors, officers, employees and agents of such Party or its Affiliates and sublicensors and distributors to keep confidential, ) and shall not publish or otherwise disclose and shall not or use for any purpose other than the performance of as provided for in this Agreement both the terms Confidential Information of this Agreement as well as any other information (including, but not limited to, any information in reports, scientific and manufacturing information and plans, marketing and business plans and financial and personnel matters relating to a Party of its present or future products, sales, suppliers, customers, employees, investors or business) furnished to it by the other disclosing Party, its Affiliates or its Sublicensees or Service Providers, (collectively, a “Disclosing Party”), (and shall ensure that its and its Affiliates’ and its Sublicensees’ and Service Providers’ respective directors, officers, employees or agents do likewise), except to the extent the receiving Party’s (and their Affiliates) employees and/or agents (including consultants) need to know such Confidential Information in order to discharge such Party’s obligations and exercise its rights hereunder. Each Party will protect the other Party’s Confidential Information from unauthorized use, access or disclosure in the same manner that it can be established protests it own similar Confidential Information. Confidential Information shall not include information which: (i) was in the lawful knowledge and possession of the receiving Party prior to the time it was disclosed to, or learned by, the receiving Party, or was otherwise developed independently by the Receiving Party receiving Party, as evidenced by competent proof that such information: (a) iswritten records kept in the ordinary course of business, or hereafter becomes, other documentary proof of actual use by the receiving Party; (ii) was generally available to the public other than by reason or otherwise part of any default by the Receiving Party with respect to its confidentiality obligations hereunder; (b) was already known to the Receiving Party public domain at the time of its disclosure by to the Disclosing receiving Party; ; (ciii) 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; (iv) was lawfully disclosed to the Receiving Party receiving Party, other than under an obligation of confidentiality, by a Third Party who was not in default of any confidentiality had no obligation to the Disclosing Party; or (d) is independently developed by or for the Receiving disclosing Party without reference not to or reliance upon the information furnished by the Disclosing Party (all disclose such information to which none others; or (v) was or is required to be disclosed as a result of a judicial order or decree or applicable law or regulation; provided, however, that the Party whose Confidential Information is the subject of such judicial order or decree is given the opportunity (to the extent not violative of applicable law) to contest the judicial order or decree prior to any disclosure. Each Party will be responsible and liable for all breaches of the foregoing exceptions applyconfidentiality provisions of this Agreement by its directors, “Confidential Information”)officers, employees, agents and Affiliates, and shall indemnify the other for any breaches thereof.

Confidentiality; Exceptions. Except Either of the parties may disclose information referred to in Clause 14.3 (Confidentiality) which would otherwise be confidential if and 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 ***, each Party, its Affiliates, Sublicensees and Service Providers, if any (collectively, a “Receiving Party”), shall keep completely confidential, shall not publish or otherwise disclose and shall not use for any purpose other than the performance of this Agreement both the terms of this Agreement as well as any other information (including, but not limited to, any information in reports, scientific and manufacturing information and plans, marketing and business plans and financial and personnel matters relating to a Party of its present or future products, sales, suppliers, customers, employees, investors or business) furnished to it by the other Party, its Affiliates or its Sublicensees or Service Providers, (collectively, a “Disclosing Party”), (and shall ensure that its and its Affiliates’ and its Sublicensees’ and Service Providers’ respective directors, officers, employees or agents do likewise), except to the extent that it can be established by the Receiving Party by competent proof that such information: disclosure is: (a) is, required by law or hereafter becomes, generally available to the public other than by reason of any default by the Receiving Party with respect to its confidentiality obligations hereunder; judicial proceedings; (b) was already known required by any securities exchange or regulatory or governmental body to which the Receiving Party at disclosing party is subject or submits, wherever situated, whether or not the time requirement for disclosure has the force of disclosure by the Disclosing Party; law; (c) was lawfully disclosed required to enable the Receiving Party by a Third Party who was not in default of any confidentiality obligation party concerned to the Disclosing Party; or enforce its rights under this Agreement; (d) is independently developed by disclosed on a strictly confidential basis to: (i) the professional advisers, auditors or bankers of that party or other any member of the Seller's Group (in the case of the Seller) or any other member of the Purchaser's Group (in the case of the Purchaser); (ii) the officers or employees of that party or any other member of the Seller's Group (in the case of the Seller) or any other member of the Purchaser's Group (in the case of the Purchaser) who need to know the information for the Receiving Party without reference to or reliance upon the information furnished by the Disclosing Party (all such information to which none purposes of the foregoing exceptions applytransactions effected or contemplated by this Agreement; (e) of information that has already come into the public domain through no fault of that party; or (f) following the receipt of the prior written approval of the other party (such approval not to be unreasonably withheld or delayed), “Confidential Information”)provided that any information disclosed pursuant to Clause 14.5(a) or (b) shall be disclosed after the party concerned has taken all steps as may be reasonable and practicable in the circumstances to consult with, and take into account any reasonable requirements of, the other party prior to making any such disclosure.

Confidentiality; Exceptions. Except to the extent expressly authorized by as otherwise provided in this Agreement or otherwise agreed in writingAgreement, the Parties agree that, during the term of this Agreement and for ***five (5) years thereafter, each Partyall non-public, its Affiliatesproprietary or "confidential" marked invention disclosures, Sublicensees know-how, data, and Service Providerstechnical, if financial and other information of any nature whatsoever (collectively, a “"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 shall keep completely confidentialbe received and maintained by the Receiving Party in strict confidence, shall not publish or otherwise disclose and shall not use be used for any purpose other than the performance of purposes expressly permitted by this Agreement both the terms of this Agreement as well as Agreement, and shall not be disclosed to any other information Third Party (including, but not limited towithout limitation in connection with any publications, any information in reportspresentations or other disclosures). Notwithstanding the foregoing, scientific and manufacturing information and plansthe Receiving Party may, marketing and business plans and financial and personnel matters relating subject to a Party the provisions of its present or future productsthis Agreement, sales, suppliers, customers, employees, investors or business) furnished to it by disclose the other Party, its Affiliates or its Sublicensees or Service Providers, (collectively, a “Disclosing Party”), (and shall ensure that 's Confidential Information to those of its and its Affiliates’ ' and its Sublicensees’ and Service Providers’ respective ' directors, officers, employees or agents do likewise)employees, except agents, consultants, clinical investigators and Subcontractors that have a need to know such Confidential Information to achieve the extent purposes of this Agreement; provided, however, that such Party shall ensure that it can and its Affiliates', Sublicensees' directors, officers, employees, agents, consultants, clinical investigators or Contract Manufacturers to whom disclosure is to be established by made are bound by, and take reasonable efforts to ensure compliance with, the Receiving confidentiality terms hereof. Each Party by competent proof that such information: (a) is, or hereafter becomes, generally available to will promptly notify the public other than by reason upon discovery of any default by the Receiving Party with respect to its confidentiality obligations hereunder; (b) was already known to the Receiving Party at the time of unauthorized use or disclosure by the Disclosing Party; (c) was lawfully disclosed to the Receiving Party by a Third Party who was not in default of any confidentiality obligation to the Disclosing Party; or (d) is independently developed by or for the Receiving Party without reference to or reliance upon the information furnished by the Disclosing Party (all such information to which none of the foregoing exceptions apply, “Confidential Information”).. Confidential Information belongs to and shall remain the property of

Confidentiality; Exceptions. The Parties acknowledge that discussions between ANIKA and GALDERMA will necessarily require the exchange of information (including detailed financial and product information) that is considered confidential and proprietary by the disclosing Party. The Parties agree for themselves and their direct and indirect subsidiaries that any information relating to the business of the disclosing Party which such Party discloses to the other Party pursuant to this Agreement or the Supply Agreement shall be considered “Confidential Information” and shall include, without limitation, (i) the ANIKA Know-How; (ii) earnings, costs, and other financial information; (iii) drawings, formulations, samples, technical data, photographs, specifications, manufacturing methods, testing procedures; (iv) marketing, sales and customer information relating to the disclosing Party’s business; (v) all clinical studies and data developed by either Party in connection with this Agreement or the Supply Agreement; and (vi) all other Information related to Licensed Products. Except to the extent expressly authorized by this Agreement, or the Supply Agreement or otherwise agreed in writing, the Parties agree thatthat from the Effective Date, during the term subject to and except as permitted by Section 7.4 of this Agreement and for ***Agreement, each Party, its Affiliates, Sublicensees and Service Providers, if any (collectively, a “Receiving Party”), Party shall keep completely confidential (and shall cause the directors, officers, employees and agents of such Party or its Affiliates and sublicensees to keep confidential, ) and shall not publish or otherwise disclose or use for any purpose, other than as provided for in this Agreement or the Supply Agreement, the Confidential Information, except to the extent the receiving Party’s (and shall not use their Affiliates and sublicensees) employees and/or agents (including consultants) need to know such Confidential Information in order to discharge such Party’s obligations and exercise its rights hereunder or thereunder and provided, that in the event any Party uses such Confidential Information for any purpose other than as provided for in this Agreement or the performance Supply Agreement such use shall constitute a breach of this Agreement both or the terms of this Agreement Supply Agreement, as well as any other information (including, but not limited to, any information in reports, scientific and manufacturing information and plans, marketing and business plans and financial and personnel matters relating to a the case may be. Each Party of its present or future products, sales, suppliers, customers, employees, investors or business) furnished to it by will protect the other Party’s Confidential Information from unauthorized use, its Affiliates access or its Sublicensees or Service Providers, disclosure in the same manner that it protects it own similar Confidential Information. Confidential Information shall not include information which: (collectively, a “Disclosing Party”), (i) was in the lawful knowledge and shall ensure that its and its Affiliates’ and its Sublicensees’ and Service Providers’ respective directors, officers, employees or agents do likewise), except possession of the receiving Party prior to the extent that time it can be established was disclosed to, or learned by, the receiving Party, or was otherwise developed independently by the Receiving Party receiving Party, as evidenced by competent proof that such information: (a) iswritten records kept in the ordinary course of business, or hereafter becomes, generally other documentary proof of actual use by the receiving Party; (ii) was available to the public other than by reason or otherwise part of any default by the Receiving Party with respect to its confidentiality obligations hereunder; (b) was already known to the Receiving Party public domain at the time of its disclosure by to the Disclosing receiving Party; ; (ciii) became available to the public or otherwise part of the public domain after its disclosure other than through any act or omission of the receiving Party in breach of this Agreement; (iv) was lawfully disclosed to the Receiving Party receiving Party, other than under an obligation of confidentiality, by a Third Party who was not in default of any confidentiality had no obligation to the Disclosing Party; or (d) is independently developed by or for the Receiving disclosing Party without reference not to or reliance upon the information furnished by the Disclosing Party (all disclose such information to which none others; or (v) was or is requested by a governmental authority or required to be disclosed as a result of a judicial order or decree or applicable law or regulation; provided, however, that the Party whose Confidential Information is the subject of such request or judicial order or decree is given the opportunity (to the extent not violative of applicable law) to contest the request or judicial order or decree prior to any disclosure. Each Party will be responsible and liable for all breaches of the foregoing exceptions applyconfidentiality provisions of this Agreement by its directors, “Confidential Information”)officers, employees, agents, sublicensees and Affiliates.

Confidentiality; Exceptions. (a) Except to the extent expressly authorized by this Agreement Agreement, the Existing Agreements or otherwise agreed to by the Parties in writing, the Parties agree that, during the term of this Agreement and for ***ten (10) years thereafter, each the receiving Party, its AffiliatesAffiliates and its licensees shall, Sublicensees and Service Providersshall ensure that their respective employees, if any (collectivelyofficers, a “Receiving Party”)directors and other representatives shall, shall keep completely confidential, shall confidential and not publish or otherwise disclose and shall not use for any purpose other than the performance of this Agreement both the terms of this Agreement as well as any other information (including, but not limited to, any information in reports, scientific and manufacturing information and plans, marketing and business plans and financial and personnel matters relating to a Party of its present or future products, sales, suppliers, customers, employees, investors or business) furnished to it or them by the other disclosing Party, its Affiliates or its Sublicensees licensees in connection with this Agreement relating to the Development, manufacturing or Service Providers, commercial activities conducted pursuant to this Agreement or developed under or in connection with this Agreement by any Party or Third Party (collectively, a “Disclosing Party”), (and shall ensure that its and its Affiliates’ and its Sublicensees’ and Service Providers’ respective directors, officers, employees or agents do likewiseincluding the Results), except to the extent that it can be established by the Receiving receiving Party by competent proof that such information: : (a) is, or hereafter becomes, generally available to the public other than by reason of any default by the Receiving Party with respect to its confidentiality obligations hereunder; (bi) was already known to the Receiving Party receiving Party, other than under an obligation of confidentiality, at the time of disclosure by the Disclosing disclosing Party; ; (cii) was lawfully 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 was 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; (iv) was disclosed to the Receiving Party receiving Party, other than under an obligation of confidentiality, by a Third Party who was not in default of any confidentiality had no obligation to the Disclosing Partydisclosing Party not to disclose such information to others; or Confidential Treatment has been requested by ImClone Systems Incorporated for portions of this document. (dv) is was independently developed by persons in its employ or for otherwise who had no contact with and were not made aware of the Receiving Party without reference to or reliance upon the information furnished by the Disclosing Party (all content of such information. All such information to which none of the foregoing exceptions apply, applies shall be deemed “Confidential Information”)” of the disclosing Party. Confidential Information co-developed by two or more Parties shall be deemed Confidential Information of all such Parties and shall not be disclosed to a Third Party without the consent of all such co-developing Parties, which consent will not be unreasonably withheld or delayed.

Confidentiality; Exceptions. Except to the extent expressly authorized by as otherwise provided in this Agreement or otherwise agreed in writingAgreement, the Parties agree Consultant agrees that, during the term of this Agreement Term and for ***five (5) years thereafter, each Partyall non-public, its Affiliatesproprietary invention disclosures, Sublicensees Know-How, data, and Service Providerstechnical, if financial, promotional, commercial and other information of any nature whatsoever (collectively, a “Receiving Party”), shall keep completely confidential, shall not publish or otherwise disclose and shall not use for any purpose other than the performance of this Agreement both the terms of this Agreement as well as any other information (including, but not limited to, any information in reports, scientific and manufacturing information and plans, marketing and business plans and financial and personnel matters relating to a Party of its present or future products, sales, suppliers, customers, employees, investors or business) furnished to it by the other Party, its Affiliates or its Sublicensees or Service Providers, (collectively, a “Disclosing Party”), (and shall ensure that its and its Affiliates’ and its Sublicensees’ and Service Providers’ respective directors, officers, employees or agents do likewise), except to the extent that it can be established by the Receiving Party by competent proof that such information: (a) is, or hereafter becomes, generally available to the public other than by reason of any default by the Receiving Party with respect to its confidentiality obligations hereunder; (b) was already known to the Receiving Party at the time of disclosure by the Disclosing Party; (c) was lawfully disclosed to the Receiving Party by a Third Party who was not in default of any confidentiality obligation to the Disclosing Party; or (d) is independently developed by or for the Receiving Party without reference to or reliance upon the information furnished by the Disclosing Party (all such information to which none of the foregoing exceptions apply, “Confidential Information”), disclosed or submitted, either orally or in writing (including, without limitation by electronic means) or through observation, by INTERCEPT to Consultant (the “Receiving Party”) hereunder shall be received and maintained by the Receiving Party in strict confidence, shall not be used for any purpose or disclosed to any Third Party other than the purposes expressly permitted by this Agreement, (including, without limitation in connection with any publications, presentations or other disclosures). Notwithstanding the foregoing, the Receiving Party may, subject to the provisions of this Agreement, disclose the Confidential Information to those of its Affiliates’ directors, officers, employees, agents and consultants, contractors that have a need to know such Confidential Information to achieve the purposes of this Agreement; provided, however, that such Party shall ensure that its Affiliates’ or sublicensees’ directors, officers, employees, agents, consultants, or contractors to whom disclosure is to be made are bound by, and take reasonable efforts to ensure compliance with, the confidentiality and use provisions at least as restrictive as those contained in this Article 4 hereof. Consultant will promptly notify INTERCEPT upon discovery of any unauthorized use or disclosure of the Confidential Information. Confidential Information belongs to and shall remain the property of INTERCEPT.

Confidentiality; Exceptions. 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 ***ten years thereafter, each the receiving Party, its AffiliatesAffiliates and its licensees shall, Sublicensees and Service Providersshall ensure that their respective employees, if any (collectivelyofficers, a “Receiving Party”)directors and other representatives shall, shall keep completely confidential, shall confidential and not publish or otherwise disclose and shall not use for any purpose other than the performance of this Agreement both the terms of this Agreement as well as any other information (including, but not limited to, any information in reports, scientific and manufacturing information and plans, marketing and business plans and financial and personnel matters relating to a Party of its present or future products, sales, suppliers, customers, employees, investors or business) furnished to it or them by the other disclosing Party, its Affiliates or its Sublicensees licensees or Service Providers, (collectively, a “Disclosing Party”), (and shall ensure that its and its Affiliates’ and its Sublicensees’ and Service Providers’ respective directors, officers, employees developed under or agents do likewise)in connection with this Agreement, except to the extent that it can be established by the Receiving receiving Party by competent proof that such information: (a) is, or hereafter becomes, generally available to the public other than by reason of any default by the Receiving Party with respect to its confidentiality obligations hereunder; (bi) was already known to the Receiving Party receiving Party, other than under an obligation of confidentiality, at the time of disclosure by the Disclosing disclosing Party; (cii) was lawfully 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 was 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 receiving Party, other than under an obligation of confidentiality, by a Third Party who was not in default of any confidentiality had no obligation to the Disclosing Party; or (d) is independently developed by or for the Receiving disclosing Party without reference not to or reliance upon the disclose such information furnished by the Disclosing Party to others (all such information to which none of the foregoing exceptions applyapplies, “shall be deemed "CONFIDENTIAL INFORMATION"). 47 Confidential Information”)treatment requested by ▇▇▇▇▇▇▇-▇▇▇▇▇ Squibb Company, ▇▇▇▇▇▇▇-▇▇▇▇▇ Squibb Biologics Company and ImClone Systems Incorporated.

Confidentiality; Exceptions. Except Notwithstanding any provision 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 ***, each Party, its Affiliates, Sublicensees and Service Providers, if any (collectivelycontrary, a “Receiving Party”), shall keep completely confidential, shall not publish or otherwise Party may disclose and shall not use for any purpose Confidential Information of the other than the performance of this Agreement both Party (including the terms of this Agreement Agreement): (i) in connection with an order of a court or other government body or as well as any otherwise required by or in compliance with law or regulations; provided that the disclosing Party provides the other information Party with notice and cooperates with the other Party in taking reasonable measures to obtain confidential treatment thereof; (includingii) in confidence to recipient’s attorneys, but not limited toaccountants, any information in reports, scientific and manufacturing information and plans, marketing and business plans banks and financial and personnel matters relating to a Party of its present or future products, sales, suppliers, customers, employees, investors or business) furnished to it by the other Party, its Affiliates or its Sublicensees or Service Providers, (collectively, a “Disclosing Party”), (and shall ensure that its sources and its Affiliates’ and its Sublicensees’ and Service Providers’ respective directors, officers, employees or agents do likewise), except to the extent that it can be established by the Receiving Party by competent proof that such information: (a) isadvisors, or hereafter becomespotential business partners or other Third Parties who are under an obligation of confidentiality; or (iii) in confidence, generally in connection with the sale of substantially all the business assets to which this Agreement relates, so long as, in the case of a disclosure under (ii) or (iii) hereof, the person or entity to which disclosure is made is bound to confidentiality on terms that are reasonable and customary under the applicable circumstances. The obligations of confidentiality and limited use shall not apply to any of the Confidential Information which: 3.03.01 is publicly available to the public by publication or other than by reason documented means or later becomes likewise publicly available through no act or fault of any default by the Receiving Party with respect to its confidentiality obligations hereunderrecipient; (b) was or 3.03.02 is already known to recipient before receipt from the Receiving disclosing Party at the time other than under an obligation of disclosure confidentiality, as demonstrated by the Disclosing Partyrecipient’s written records; (c) was lawfully disclosed or 3.03.03 is made known to the Receiving Party recipient by a Third Party who was did not obtain it directly or indirectly from the disclosing Party and who does not obligate recipient to hold it in default of any confidentiality obligation to the Disclosing Partyconfidence; or (d) or 3.03.04 is independently developed by the recipient as evidenced by credible written research records of recipient’s employees or for agents who did not have access to the Receiving Party without reference to or reliance upon the information furnished by the Disclosing Party (all such information to which none of the foregoing exceptions apply, “disclosing Party’s Confidential Information”). Specific information should not be deemed to be within any of these exclusions merely because it is embraced by more general information falling within these exclusions.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, during that the term of this Agreement and for ***, each receiving Party, its Affiliates, Sublicensees and Service Providerstheir respective employees, if any representatives, agents, consultants and Sublicensees, collectively (collectively, a the “Receiving Party”), ) shall keep completely confidential, confidential and shall not publish or otherwise disclose and shall not or use for any purpose other than the performance of as provided for in this Agreement both the terms of this Agreement as well as any Information or other information (including, but not limited to, any information in reports, scientific confidential and manufacturing proprietary information and plansmaterials, marketing and business plans and financial and personnel matters relating to a Party of its present patentable or future productsotherwise, salesin any form (written, suppliersoral, customersphotographic, employeeselectronic, investors magnetic, or businessotherwise) furnished which is disclosed to it by the other Party, Party or its Affiliates or its their respective employees, representatives, agents, consultants or Sublicensees or Service Providers, (collectively, a the “Disclosing Party”)) or otherwise received or accessed by a Receiving Party in the course of performing its obligations or exercising its rights under this Agreement including trade secrets, know-how, inventions or discoveries, proprietary information, formulae, processes, techniques and information relating to a Party’s or its Affiliate’s past, present and future marketing, financial, and research and Development activities of any product or potential product or useful technology of the Disclosing Party and the pricing thereof (and shall ensure that its and its Affiliates’ and its Sublicensees’ and Service Providers’ respective directorscollectively, officers, employees or agents do likewise“Confidential Information”), except to the extent that it can be established by the Receiving Party by competent proof that such information: (a) isConfidential Information: 9.1.1 was in the lawful knowledge and possession of the Receiving Party prior to the time it was disclosed to, or hereafter becomeslearned by, the Receiving Party, or was otherwise developed independently by the 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; 9.1.2 was generally available to the public other than by reason or otherwise part of any default by the Receiving Party with respect to its confidentiality obligations hereunder; (b) was already known to the Receiving Party public domain at the time of its disclosure by to the Disclosing Receiving Party; 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; (c) or 9.1.4 was lawfully disclosed to the Receiving Party Party, other than under an obligation of confidentiality, by a Third Party who was not in default of any confidentiality had no obligation to the Disclosing Party; or (d) is independently developed by or for the Receiving Party without reference not to or reliance upon the information furnished by the Disclosing Party (all disclose such information Information to which none of the foregoing exceptions applyothers. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, “Confidential Information”)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.

Confidentiality; Exceptions. The Parties acknowledge that discussions between ANIKA and ARTES will necessarily require the exchange of information (including detailed financial and Product information) that is considered confidential and proprietary by the disclosing Party. The Parties agree for themselves and their Affiliates that any information relating to the business of the disclosing Party which such Party discloses to the other Party pursuant to this Agreement shall be considered “Confidential Information” and shall include, without limitation, (i) the Specifications; (ii) earnings, costs, and other financial information; (iii) drawings, formulations, samples, technical data, photographs, manufacturing methods, testing procedures; (iv) marketing, sales and customer information relating to the disclosing Party’s business; (v) all clinical studies and data developed by either Party in connection with this Agreement; and (vi) all other Information related to the Product. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree thatthat from the Effective Date, during the term subject to and except as permitted by Section 7.4 of this Agreement and for ***Agreement, each Party, its Affiliates, Sublicensees and Service Providers, if any (collectively, a “Receiving Party”), Party shall keep completely confidential (and shall cause the directors, officers, employees and agents of such Party or its Affiliates and sublicensees to keep confidential, ) and shall not publish or otherwise disclose or use for any purpose, other than as provided for in this Agreement, the Confidential Information, except to the extent the receiving Party’s (and shall not use their Affiliates and sublicensees) employees and/or agents (including consultants) need to know such Confidential Information in order to discharge such Party’s obligations and exercise its rights hereunder or thereunder. For avoidance of doubt: in the event any Party uses such Confidential Information for any purpose other than the performance as provided for in this Agreement such use shall constitute a breach of this Agreement both Agreement, as the terms of this Agreement as well as any other information (including, but not limited to, any information in reports, scientific and manufacturing information and plans, marketing and business plans and financial and personnel matters relating to a case may be. Each Party of its present or future products, sales, suppliers, customers, employees, investors or business) furnished to it by will protect the other Party’s Confidential Information from unauthorized use, its Affiliates access or its Sublicensees or Service Providers, disclosure in the same manner that it protects it own similar Confidential Information. Confidential Information shall not include information which: (collectively, a “Disclosing Party”), (i) was in the lawful knowledge and shall ensure that its and its Affiliates’ and its Sublicensees’ and Service Providers’ respective directors, officers, employees or agents do likewise), except possession of the receiving Party prior to the extent that time it can be established was disclosed to, or learned by, the receiving Party, or was otherwise developed independently by the Receiving Party receiving Party, as evidenced by competent proof that such information: (a) iswritten records kept in the ordinary course of business, or hereafter becomes, generally other documentary proof of actual use by the receiving Party; (ii) was available to the public other than by reason or otherwise part of any default by the Receiving Party with respect to its confidentiality obligations hereunder; (b) was already known to the Receiving Party public domain at the time of its disclosure by to the Disclosing receiving Party; (iii) became available to the public or otherwise part of the public domain after its disclosure other than through any act or omission of the receiving Party (or its Affiliate or sublicensee) in breach of this Agreement; or (civ) was lawfully disclosed to the Receiving Party receiving Party, other than under an obligation of confidentiality, by a Third Party who was not in default of any confidentiality had no obligation to the Disclosing Party; or (d) is independently developed by or for the Receiving disclosing Party without reference not to or reliance upon the information furnished by the Disclosing Party (all disclose such information to which none others. The receiving Party shall be allowed to disclose Confidential Information pursuant to a formal request by a governmental authority or a requirement to be disclosed as a result of a judicial order or decree or Applicable Law or regulation; provided, however, that the Party whose Confidential Information is the subject of such request or judicial order or decree is given the opportunity (to the extent not violative of Applicable Law) to limit or contest the request or judicial order or decree prior to any disclosure. Each Party will be responsible and liable for all breaches of the foregoing exceptions applyconfidentiality provisions of this Agreement by its directors, “Confidential Information”)officers, employees, agents, sublicensees and Affiliates.

Confidentiality; Exceptions. Except to the extent otherwise expressly authorized by provided in this Agreement, the Clinical Supply Agreement, or the Commercial Supply Agreement or otherwise agreed in writing(if any), the Parties agree that, during for the term of this Agreement and for [***] years thereafter, each all non-public or proprietary know how, data, and technical, financial and other information of any nature whatsoever, including, without limitation “confidential”-marked invention disclosures and discussions about nonpublic or proprietary matters between or among the Parties (“Confidential Information”), in all such cases which are exchanged, disclosed or submitted, either orally or in writing (including, without limitation by electronic means) or through observation, by one Party (the “Disclosing Party, its Affiliates, Sublicensees and Service Providers, if any ”) to another Party (collectively, a the “Receiving Party”), ) hereunder shall keep completely confidentialbe received and maintained by the Receiving Party in strict confidence, shall not publish or otherwise disclose and shall not use be used for any purpose other than for the performance purposes of exercising such Receiving Party’s rights or performing such Receiving Party’s obligations hereunder, and shall not be disclosed to any Third Party (including, without limitation in connection with any publications, presentations or other disclosures). Notwithstanding the foregoing, the Receiving Party may, subject to the other provisions of this Agreement both and the terms of this Agreement as well as any other information (includingClinical Supply Agreement, but not limited to, any information in reports, scientific and manufacturing information and plans, marketing and business plans and financial and personnel matters relating to a Party of its present or future products, sales, suppliers, customers, employees, investors or business) furnished to it by disclose the other Party, its Affiliates or its Sublicensees or Service Providers, (collectively, a “Disclosing Party”)’s Confidential Information to those of its, (and shall ensure that its and its Affiliates’, Outside Contractors’ and or its Sublicenseessublicensees’ and Service Providers’ respective (or potential sublicensees’), directors, officers, employees employees, agents, consultants, representatives and clinical investigators that have a need to know such Confidential Information to achieve the purposes of this Agreement and the Clinical Supply Agreement (the “Other Receiving Parties”); provided, however, that such Receiving Party shall ensure that the Other Receiving Parties to whom disclosure is to be made are bound by, and take reasonable efforts to ensure compliance with, the confidentiality, and prohibition of use, terms hereof. Each Receiving Party will promptly notify the Disclosing Party upon discovery of any unauthorized use or agents do likewise), except disclosure of any Confidential Information of the Disclosing Party. Confidential Information belongs to and shall remain the property of the Disclosing Party. The provisions of this Article 8 shall not apply to any information which can be shown by the Receiving Party: 8.1.1 To have been known to or in the possession of the Receiving Party prior to the extent that it can date of its actual receipt from the Disclosing Party, as demonstrated by competent written records; 8.1.2 To be established or to have become part of the public domain other than through any act or omission of the Receiving Party in breach of this Agreement or the Clinical Supply Agreement or any other agreement between the Parties; 8.1.3 To have been disclosed to the Receiving Party, other than under an obligation of confidentiality, by a Third Party which had no obligation to the Disclosing Party not to disclose such information to others; or 8.1.4 To have been subsequently independently developed by the Receiving Party without use of or access to the Confidential Information as demonstrated by competent proof that such information: (a) is, or hereafter becomes, generally available to the public other than by reason of any default by the Receiving Party with respect to its confidentiality obligations hereunder; (b) was already known to the Receiving Party at the time of disclosure by the Disclosing Party; (c) was lawfully disclosed to the Receiving Party by a Third Party who was not in default of any confidentiality obligation to the Disclosing Party; or (d) is independently developed by or for the Receiving Party without reference to or reliance upon the information furnished by the Disclosing Party (all such information to which none of the foregoing exceptions apply, “Confidential Information”)written records.

Confidentiality; Exceptions. 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, each Party, its Affiliates, Sublicensees and Service Providers, if any (collectively, a “Receiving Party”), it shall keep completely confidential, confidential and shall not publish or otherwise disclose and shall not or use for any purpose other than the performance of as explicitly provided for in this Agreement both the terms of this Agreement as well as any other confidential and proprietary information or materials, patentable or otherwise, in any form (includingwritten, but not limited tooral, any information in reportsphotographic, scientific and manufacturing information and planselectronic, marketing and business plans and financial and personnel matters relating to a Party of its present magnetic, or future products, sales, suppliers, customers, employees, investors or businessotherwise) furnished which is disclosed to it by the other Party or otherwise received or accessed by a Party under this Agreement [***], including any trade secrets, know-how, Product specifications, formulae, processes, techniques and information relating to a Party’s past, its Affiliates or its Sublicensees or Service Providerspresent and future marketing, financial, and research and development activities for any product of the other Party and the pricing thereof (collectively, a “Disclosing PartyConfidential 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 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 ensure that its be deemed to be Confidential Information of each Party. In addition, and its Affiliates’ and its Sublicensees’ and Service Providers’ respective directorsnotwithstanding the foregoing, officersif, employees or agents do likewiseunder Article 8 (INTELLECTUAL PROPERTY AND INVENTIONS), except Information relating specifically to the extent that it can Inventions and discoveries are to be established 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 that such information: contemporaneous written records: (a) isis already lawfully known to such Party, or hereafter becomes, generally available to the public other than by reason under an obligation of any default by the Receiving Party with respect to its confidentiality obligations hereunder; (b) was already known to the Receiving Party 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; (b) is generally available to the public or otherwise part of the public domain at the time of its disclosure to 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. (c) was lawfully disclosed becomes generally available to the Receiving public or otherwise part of the public domain after its disclosure to such Party by a Third and other than through any act or omission of such Party who was not or its Affiliates in default violation of any confidentiality obligation to the Disclosing Party; or this Agreement; (d) is independently developed by or for the Receiving such Party without reference as demonstrated by documented evidence prepared contemporaneously with such independent development; or (e) is lawfully disclosed to or reliance upon the information furnished such Party, other than under an obligation of confidentiality, by the Disclosing a Third Party (all who had no obligation not to disclose such information to which none of the foregoing exceptions apply, “Confidential Information”)others.

Confidentiality; Exceptions. Except to the extent expressly authorized by as otherwise provided in this Agreement or otherwise agreed in writingAgreement, the Parties agree that, during for the term of this Agreement and for [***] thereafter, each Partyall non-public, its Affiliatesproprietary, Sublicensees or "confidential"-marked invention disclosures, Inventions, know-how, data, and Service Providerstechnical, if financial and other information of any nature whatsoever, including, without limitation, all discussions and information exchanged or disclosed, in writing or through observation, by one Party (the "DISCLOSING PARTY") to the other Party (the "RECEIVING PARTY") hereunder (collectively, a “"CONFIDENTIAL INFORMATION") shall be received and maintained by the Receiving Party”), shall keep completely confidentialParty in strict confidence, shall not publish or otherwise disclose and shall not use be used by the Receiving Party for any purpose other than the performance of purposes expressly permitted by this Agreement both or for the terms purpose of exercising the Receiving Party's rights and obligations under this Agreement as well as Agreement, and shall not be disclosed to any other information Third Party (including, but not limited towithout limitation, in connection with any information in reportspublications, scientific and manufacturing information and planspresentations or other disclosures). Notwithstanding the foregoing, marketing and business plans and financial and personnel matters relating the Receiving Party may, subject to a Party the provisions of this Agreement, disclose the Disclosing Party's Confidential Information to those of its present and its Affiliates' or future productsSublicensees' directors, sales, suppliers, customersofficers, employees, investors or business) furnished agents, consultants and clinical investigators that have a need to it by know such Confidential Information to achieve the other Partypurposes of this Agreement, its Affiliates or its Sublicensees or Service Providers, (collectively, a “Disclosing Party”), (and provided that such Receiving Party shall ensure that its and its Affiliates’ and its ' or Sublicensees’ and Service Providers’ respective ' directors, officers, employees employees, agents, consultants or agents do likewise)clinical investigators to whom disclosure is to be made are bound by the obligations of confidentiality and non-disclosure and non-use no less stringent than those set forth herein. Each Party shall promptly notify the other Party in writing upon discovery of any unauthorized use or disclosure of the Confidential Information, except and shall describe the facts and circumstances of such use or disclosure. Except to the extent that it expressly provided for in this Agreement, Confidential Information belongs to and shall remain the property of the Disclosing Party. The provisions of this Article 7 shall not apply to any information which can be established shown by contemporaneous written documentation by the Receiving Party: 7.1.1 To have been known to or in the possession of the Receiving Party by competent proof that such information: (a) is, prior to the date of its actual receipt from the Disclosing Party; 7.1.2 To be or hereafter becomes, generally to have become readily available to the public other than through any act or omission of the Receiving Party in breach of this Agreement or any other agreement between the Parties; 7.1.3 To have been disclosed to the Receiving Party, other than under an obligation of confidentiality, by reason of any default a Third Party which had no obligation not to disclose such information to others; or CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. 7.1.4 To have been subsequently independently developed by the Receiving Party with respect to its confidentiality obligations hereunder; (b) was already known to the Receiving Party at the time of disclosure by the Disclosing Party; (c) was lawfully disclosed to the Receiving Party by a Third Party who was not in default of any confidentiality obligation to the Disclosing Party; or (d) is independently developed by or for the Receiving Party without reference to or reliance upon the information furnished by the Disclosing Party (all such information to which none use of the foregoing exceptions apply, “Confidential Information”)Information as demonstrated by competent written records.

Confidentiality; Exceptions. Except to the extent expressly authorized by as otherwise provided in this Agreement or otherwise agreed in writingAgreement, the Parties agree that, during the term of this Agreement Term and for [***] thereafter, each Partyall non-public, its Affiliatesproprietary or "confidential" marked invention disclosures, Sublicensees know-how, data, clinical and Service Providersnon-clinical and technical, if financial, promotional, commercial and other information of any nature whatsoever, *** 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. including, without limitation all discussions and information exchanged between the Parties pursuant to a certain confidentiality agreement entered into by the Parties dated as of [***] (collectively, a “"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 shall keep completely confidentialbe received and maintained by the Receiving Party in strict confidence, shall not publish or otherwise disclose and shall not use be used for any purpose other than the performance purposes expressly permitted by this Agreement, and shall not be disclosed to any Third Party (including without limitation in connection with any publications, presentations or other disclosures). Each Party will promptly notify the other upon discovery of any unauthorized use or disclosure of the Confidential Information. Confidential Information belongs to and shall remain the property of the Disclosing Party. The provisions of this ARTICLE 8 shall not apply to any information that can be shown by the Receiving Party: 8.1.1 to have been known to or in the possession of the Receiving Party prior to the date of its actual receipt from the Disclosing Party; 8.1.2 to be or to have become readily available to the public, other than through any act or omission of the Receiving Party in breach of this Agreement both the terms of this Agreement as well as or any other information (including, but not limited to, any information in reports, scientific and manufacturing information and plans, marketing and business plans and financial and personnel matters relating agreement between the Parties; 8.1.3 to a Party of its present or future products, sales, suppliers, customers, employees, investors or business) furnished have been disclosed to it by the other Receiving Party, its Affiliates or its Sublicensees or Service Providersother than under an obligation of confidentiality, (collectively, by a “Disclosing Party”), (and shall ensure that its and its Affiliates’ and its Sublicensees’ and Service Providers’ respective directors, officers, employees or agents do likewise), except Third Party which had no obligation to the extent that it can be established Disclosing Party not to disclose such information to others; or 8.1.4 to have been subsequently independently developed by the Receiving Party without access to or use of the Confidential Information as demonstrated by competent proof that such information: (a) is, or hereafter becomes, generally available to written records. *** Certain information in this document has been omitted and filed separately with the public other than by reason of any default by the Receiving Party Securities and Exchange Commission. Confidential treatment has been requested with respect to its confidentiality obligations hereunder; (b) was already known to the Receiving Party at the time of disclosure by the Disclosing Party; (c) was lawfully disclosed to the Receiving Party by a Third Party who was not in default of any confidentiality obligation to the Disclosing Party; or (d) is independently developed by or for the Receiving Party without reference to or reliance upon the information furnished by the Disclosing Party (all such information to which none of the foregoing exceptions apply, “Confidential Information”)omitted portions.

Confidentiality; Exceptions. 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 each Party, its Affiliates, Sublicensees Affiliates and Service Providersits Sublicensees, if any (collectively, a “Receiving "receiving Party”"), shall use their best efforts to keep completely confidential, shall not publish or otherwise disclose and shall not use for any purpose other than the performance of this Agreement both the financial terms of this Agreement as well as any other information (including, but not limited to, and any information in reports, scientific and manufacturing information and plans, marketing and business plans and financial and personnel matters relating to a Party of its present or future products, sales, suppliers, customers, employees, investors or business) furnished to it by the other Party, its Affiliates or its Sublicensees or Service ProvidersSublicensees, if any (collectively, a “Disclosing "disclosing Party”"), or developed under or in connection with the Research Program pursuant to this Agreement (and shall ensure that its and its Affiliates’ ' and its Sublicensees’ and Service Providers’ ' respective directors, officers, employees or agents do likewise), except to the extent that it can be established by the Receiving receiving Party by competent proof that such information: (ai) is, or hereafter becomes, generally available to the public other than by reason of any default by the Receiving receiving Party with respect to its confidentiality obligations hereunder; (bii) was already known to the Receiving receiving Party at the time of disclosure by the Disclosing disclosing Party; (ciii) was lawfully disclosed to the Receiving receiving Party by a Third Party who was not in default of any confidentiality obligation to the Disclosing disclosing Party; or (div) is independently developed by or for the Receiving receiving Party without reference to or reliance upon the information furnished by the Disclosing disclosing Party (all such information to which none of the foregoing exceptions applyapplies, “"Confidential Information”").

Confidentiality; Exceptions. Except to the extent expressly authorized by as otherwise provided in this Agreement or otherwise agreed in writingAgreement, the Parties agree that, during the term of this Agreement and for ***five (5) years thereafter, each Partyall non-public, its Affiliatesproprietary or "confidential" marked invention disclosures, Sublicensees know-how, data, and Service Providerstechnical, if financial and other information of any nature whatsoever (collectively, a “"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 shall keep completely confidentialbe received and maintained by the Receiving Party in strict confidence, shall not publish or otherwise disclose and shall not use be used for any purpose other than the performance of purposes expressly permitted by this Agreement both the terms of this Agreement as well as Agreement, and shall not be disclosed to any other information Third Party (including, but not limited towithout limitation in connection with any publications, any information in reportspresentations or other disclosures). Notwithstanding the foregoing, scientific and manufacturing information and plansthe Receiving Party may, marketing and business plans and financial and personnel matters relating subject to a Party the provisions of its present or future productsthis Agreement, sales, suppliers, customers, employees, investors or business) furnished to it by disclose the other Party, its Affiliates or its Sublicensees or Service Providers, (collectively, a “Disclosing Party”), (and shall ensure that 's Confidential Information to those of its and its Affiliates’ ' and its Sublicensees’ and Service Providers’ respective ' directors, officers, employees or agents do likewise)employees, except agents, consultants, clinical investigators and Contract Manufacturers that have a need to know such Confidential Information to achieve the extent purposes of this Agreement; provided, however, that such Party shall ensure that it and its Affiliates' and Sublicensees' directors, officers, employees, agents, consultants, clinical investigators or Contract Manufacturers to whom disclosure is to be made are bound by, and take reasonable efforts to ensure compliance with, the confidentiality terms hereof. Each Party will promptly notify the other upon discovery of any unauthorized use or disclosure of the Confidential Information. Confidential Information belongs to and shall remain the property of the Disclosing Party. The provisions of this Article 11 shall not apply to any information that can be established shown by the Receiving Party by competent proof that such information: Party: (a) is, To have been known to or hereafter becomes, generally in the possession of the Receiving Party prior to the date of its actual receipt from the Disclosing Party; (b) To be or to have become readily available to the public other than through any act or omission of the Receiving Party in breach of this Agreement or any other agreement between the Parties; (c) To have been disclosed to the Receiving Party, other than under an obligation of confidentiality, by reason of any default a Third Party which had no obligation to the Disclosing Party not to disclose such information to others; or (d) To have been subsequently independently developed by the Receiving Party with respect to its confidentiality obligations hereunder; (b) was already known to the Receiving Party at the time of disclosure by the Disclosing Party; (c) was lawfully disclosed to the Receiving Party by a Third Party who was not in default of any confidentiality obligation to the Disclosing Party; or (d) is independently developed by or for the Receiving Party without reference to or reliance upon the information furnished by the Disclosing Party (all such information to which none use of the foregoing exceptions apply, “Confidential Information”)Information as demonstrated by competent written records.

Confidentiality; Exceptions. 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, each Party, its Affiliates, Sublicensees Affiliates and Service Providersits Sublicensees, if any (collectively, a “Receiving "receiving Party”"), shall use their best efforts to keep completely confidential, shall not publish or otherwise disclose to any Third Party and shall not use for any purpose other than the performance of this Agreement both the financial terms of this Agreement as well as any other information (including, but not limited to, and any information in reports, scientific and manufacturing information and plans, marketing and business plans and financial and personnel matters relating to a Party of its present or future products, sales, suppliers, customers, employees, investors or business) furnished to it by the other Party, its Affiliates or its Sublicensees or Service ProvidersSublicensees, if any (collectively, a “Disclosing "disclosing Party”), ") (and shall ensure that its and its Affiliates’ ' and its Sublicensees’ and Service Providers’ ' respective directors, officers, employees or agents do likewise), except to the extent that it can be established by the Receiving receiving Party by competent proof that such information: (ai) is, or hereafter becomes, generally available to the public other than by reason of any default by the Receiving receiving Party with respect to its confidentiality obligations hereunder; (bii) was already known to the Receiving receiving Party at the time of disclosure by the Disclosing disclosing Party; (ciii) was lawfully disclosed to the Receiving receiving Party by a Third Party who was not in default of any confidentiality obligation to the Disclosing disclosing Party; or (div) is independently developed by or for the Receiving receiving Party without reference to or reliance upon the information furnished by the Disclosing disclosing Party (all such information to which none of the foregoing exceptions applyapplies, “"Confidential Information”"). The NEOTHERAPEUTICS Licensed Technology and NEOTHERAPEUTICS Development Technology shall be the Confidential ------------- 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. Information of NEOTHERAPEUTICS and the GPC Development Technology shall be the Confidential Information of GPC. The Joint Development Technology shall be the Confidential Information of both Parties.