Common use of Exceptions to Confidentiality Clause in Contracts

Exceptions to Confidentiality. The obligations under this Article VIII will not apply to any information to the extent the recipient Party can demonstrate by competent evidence that such information: (a) is (at the time of disclosure) or becomes (after the time of disclosure) known to the public or part of the public domain through no breach of this Agreement by the recipient Party or its Affiliates; (b) was known to, or was otherwise in the possession of, the recipient Party or its Affiliates prior to the time of disclosure by the disclosing Party or any of its Affiliates; (c) is disclosed to the recipient Party or an Affiliate on a non-confidential basis by a Third Party who is entitled to disclose it without breaching any confidentiality obligation to the disclosing Party or any of its Affiliates; or (d) is independently developed by or on behalf of the recipient Party or its Affiliates, as evidenced by its written records, without reference to the Confidential Information disclosed by the disclosing Party or its Affiliates under this Agreement. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Specific aspects or details of Confidential Information will not be deemed to be within the public domain or in the possession of the recipient Party merely because the Confidential Information is embraced by more general information in the public domain or in the possession of the recipient Party. Further, any combination of Confidential Information will not be considered in the public domain or in the possession of the recipient Party merely because individual elements of such Confidential Information are in the public domain or in the possession of the recipient Party unless the combination and its principles are in the public domain or in the possession of the recipient Party.

Exceptions to Confidentiality. The obligations under this Article VIII will “Confidential Information” does not apply to any include information to the extent the recipient Party can demonstrate by competent evidence that such information: (a) is (at was in the time of disclosure) or becomes (after the time of disclosure) known to the public or part lawful knowledge and possession of the public domain through no breach of this Agreement by the recipient Party or its Affiliates; (b) was known to, or was otherwise in the possession of, the recipient Receiving Party or its Affiliates prior to the time of disclosure it was disclosed to, or learned by, the Receiving Party or its Affiliates, or was otherwise developed independently by the disclosing Party or any of its Affiliates; (c) is disclosed to the recipient Party or an Affiliate on a non-confidential basis by a Third Party who is entitled to disclose it without breaching any confidentiality obligation to the disclosing Party or any of its Affiliates; or (d) is independently developed by or on behalf of the recipient 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 written records, without reference Affiliates; (b) was generally available to the Confidential Information disclosed public or otherwise part of the public domain at the time of its disclosure to the Receiving Party or its Affiliates, as evidenced by written records of the disclosing Receiving Party or its Affiliates; (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 or its Affiliates under in breach of this Agreement; or (d) was disclosed to the Receiving Party or its Affiliates, other than under an obligation of confidentiality, by a Third Party who had no obligation to the Disclosing Party or its Affiliates not to disclose such information to others. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933In the event a Party is required to make a disclosure under Law or regulation, AS AMENDED. Specific aspects the order of a court of competent jurisdiction, or details of Confidential Information will not be deemed to be within the public domain or in the possession rules of the recipient Party merely because the Confidential Information is embraced U.S. Securities and Exchange Commission (including by more general information in the public domain or in the possession reason of the recipient Party. Furtherany securities offering by Licensee), any combination of Confidential Information will not be considered stock exchange or listing entity, the Receiving Party shall provide prompt prior written notice to the Disclosing Party and take all reasonable steps (including cooperating with the Disclosing Party in the public domain seeking to secure confidential treatment of, or in the possession of the recipient Party merely because individual elements of otherwise limit, such Confidential Information are in required to be disclosed) to limit the public domain or in the possession extent of the recipient Party unless the combination disclosure and its principles are in the public domain or in the possession of the recipient Partyobtain confidential treatment for any remaining required disclosure.

Exceptions to Confidentiality. The obligations under this Article VIII will “Confidential Information” does not apply to any include information to that the extent the recipient Receiving Party can demonstrate by competent evidence that such information: show (a) is (at was in the time of disclosure) or becomes (after the time of disclosure) known to the public or part lawful knowledge and possession of the public domain through no breach of this Agreement by the recipient Party or its Affiliates; (b) was known to, or was otherwise in the possession of, the recipient Receiving Party or its Affiliates prior to the time of disclosure it was disclosed to, or learned by, the Receiving Party or its Affiliates, or was otherwise developed independently by the disclosing Party or any of its Affiliates; (c) is disclosed to the recipient Party or an Affiliate on a non-confidential basis by a Third Party who is entitled to disclose it without breaching any confidentiality obligation to the disclosing Party or any of its Affiliates; or (d) is independently developed by or on behalf of the recipient 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 written records, without reference Affiliates; (b) was generally available to the Confidential Information disclosed public or otherwise part of the public domain at the time of its disclosure to the Receiving Party or its Affiliates, as evidenced by written records of the disclosing Receiving Party or its Affiliates; (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 or its Affiliates under in breach of this Agreement; or (d) was disclosed to the Receiving Party or its Affiliates, other than under an obligation of confidentiality, by a Third Party who had no obligation to the Disclosing Party or its Affiliates not to disclose such information to others. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933In the event a Party is required to make a disclosure under Law or regulation, AS AMENDED. Specific aspects the order of a court of competent jurisdiction, or details of Confidential Information will not be deemed to be within the public domain or in the possession rules of the recipient Party merely because the Confidential Information is embraced U.S. Securities and Exchange Commission or any foreign equivalent (including by more general information in the public domain or in the possession reason of the recipient Party. Furtherany securities offering by Licensee), any combination of Confidential Information will not stock exchange or listing entity, the Receiving Party shall be considered entitled to make such disclosure, provided that it provides prompt prior written notice to the Disclosing Party and takes all reasonable steps (including cooperating with the Disclosing Party in the public domain seeking to secure confidential treatment of, or in the possession of the recipient Party merely because individual elements of otherwise limit, such Confidential Information are in required to be disclosed) to limit the public domain or in the possession extent of the recipient Party unless the combination disclosure and its principles are in the public domain or in the possession of the recipient Partyobtain confidential treatment for any remaining required disclosure.

Exceptions to Confidentiality. The obligations under this Article VIII will “Confidential Information” does not apply to any include information to the extent the recipient Party can demonstrate by competent evidence that such information: (a) is (at was in the time of disclosure) or becomes (after the time of disclosure) known to the public or part lawful knowledge and possession of the public domain through no breach of this Agreement by the recipient Party or its Affiliates; (b) was known to, or was otherwise in the possession of, the recipient Receiving Party or its Affiliates prior to the time of disclosure it was disclosed to, or learned by, the Receiving Party or its Affiliates, or was otherwise developed independently by the disclosing Party or any of its Affiliates; (c) is disclosed to the recipient Party or an Affiliate on a non-confidential basis by a Third Party who is entitled to disclose it without breaching any confidentiality obligation to the disclosing Party or any of its Affiliates; or (d) is independently developed by or on behalf of the recipient 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 written records, without reference Affiliates; (b) was generally available to the Confidential Information disclosed public or otherwise part of the public domain at the time of its disclosure to the Receiving Party or its Affiliates, as evidenced by written records of the disclosing Receiving Party or its Affiliates; (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 or its Affiliates under in breach of this Agreement; or (d) was disclosed to the Receiving Party or its Affiliates, other than under an obligation of confidentiality, by a Third Party who had no obligation to the Disclosing Party or its Affiliates not to disclose such information to others. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “In the event a Receiving Party is required to make a disclosure under Law or regulation, the order of a court of competent jurisdiction, or the rules of the U.S. Securities and Exchange Commission (including by reason of any securities offering by Licensee), any stock exchange or listing entity, such disclosure will not constitute a breach of this Article 7 provided such Receiving Party shall provide [***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Specific aspects or details of Confidential Information will not be deemed ] to be within the public domain or in Disclosing Party and take all reasonable steps to limit the possession extent of the recipient Party merely because the Confidential Information is embraced by more general information in the public domain or in the possession of the recipient Party. Further, disclosure and obtain confidential treatment for any combination of Confidential Information will not be considered in the public domain or in the possession of the recipient Party merely because individual elements of such Confidential Information are in the public domain or in the possession of the recipient Party unless the combination and its principles are in the public domain or in the possession of the recipient Partyremaining required disclosure.

Exceptions to Confidentiality. The obligations (a) This Agreement imposes no obligation upon Customer with respect to any Confidential Information disclosed under this Article VIII will not apply to any information to the extent the recipient Party Agreement that: (i) Customer can demonstrate by competent evidence prior written documentation that such information:information was already in Customer’s possession prior to the Effective Date (other than via disclosure from Carrier or its Representatives) and was not known by Customer to be subject to an obligation of secrecy; (aii) is (at the time of disclosure) or becomes a matter of public knowledge through no fault or violation of Customer; or (after iii) is rightfully received by Customer from a third party who is not under a duty of confidentiality to Carrier. provided that Customer shall have the time burden of disclosure) known to demonstrating the public or part applicability of the public domain through no breach of this Agreement by the recipient Party or its Affiliates;exceptions set forth in clause (iii). (b) was known toCustomer may disclose Confidential Information to agencies of federal, state and local governments to the extent such disclosure is required by applicable, final, non-appealable order, law, rule (including any stock exchange rule), regulation or was otherwise legal process; provided however, that, to the extent practicable, Customer shall (i) give prompt written notice (but in the possession of, the recipient Party or its Affiliates no event less than five (5) business days prior to the time date of disclosure by the disclosing Party or required disclosure) of any of its Affiliates; such request for such information to Carrier, (cii) is disclosed cooperate with Carrier to the recipient Party extent permissible, to challenge the request or an Affiliate on a non-confidential basis by a Third Party who is entitled to disclose it without breaching any confidentiality obligation to limit the disclosing Party or any of its Affiliates; or (d) is independently developed by or on behalf of the recipient Party or its Affiliatesscope there of, as evidenced by its written recordsCarrier may reasonably deem appropriate, without reference (iii) take reasonable measures to ensure the security and confidential treatment of the Confidential Information disclosed by the disclosing Party or its Affiliates under this Agreement. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933which must be disclosed, AS AMENDED. Specific aspects or details of Confidential Information will not be deemed to be within the public domain or and (iv) in the possession event Carrier is unable to obtain a protective order or other appropriate remedy, disclose only that portion of the recipient Party merely because the Confidential Information which Customer is embraced advised by more general information in counsel that it is legally obligated to disclose. In matters covered by the public domain or in preceding sentence, Customer shall be entitled to rely on the possession written advice of the recipient Party. Further, any combination of Confidential Information will not be considered in the public domain or in the possession of the recipient Party merely because individual elements of such Confidential Information are in the public domain or in the possession of the recipient Party unless the combination and its principles are in the public domain or in the possession of the recipient Partylegal counsel.

Exceptions to Confidentiality. The restrictions and obligations under this Article VIII set forth in Sections 5.1.1, 5.1.3 and 5.1.4 will not apply to any information to the extent the recipient Party can demonstrate by competent evidence that such informationConfidential Information: (a) which is (at the time of disclosure) or becomes (after the time of disclosure) known generally available to the public or through no fault on the part of the public domain through no breach of this Agreement by the recipient Party or its AffiliatesReceiving Party; (b) was known to, or was otherwise which is lawfully in the possession ofof the Receiving Party (other than pursuant to the terms of this Agreement) without restriction as to its disclosure, the recipient Party or its Affiliates prior to the time disclosure of disclosure by the disclosing Party or any of its Affiliates; (c) is disclosed to the recipient Party or an Affiliate on a non-confidential basis by a Third Party who is entitled to disclose it without breaching any confidentiality obligation to the disclosing Party or any of its Affiliates; or (d) is independently developed such information by or on behalf of the recipient Disclosing Party or its Affiliatesthe Company, as reasonably evidenced by its written records, without reference appropriate documentation; (c) which lawfully becomes available to the Receiving Party from a source other than the Disclosing Party and the Company without any duty as to confidentiality or non-use; (d) which is independently developed or otherwise created by the Receiving Party (other than pursuant to the terms of this Agreement) without the use of any Confidential Information of the Disclosing Party, as reasonably evidenced by appropriate documentation; or (e) which is required to be disclosed or provided to any court, government or regulatory body of competent jurisdiction (including any relevant securities exchange) (i) pursuant to any Applicable Laws, judgment, decree or order; (ii) as necessary to make regulatory filings and communications related to HMPL-004 or any Products; or (iii) for the purpose of asserting or defending against any claims relating to Intellectual Property Rights, including, in particular, any action taken to protect and enforce Intellectual Property Rights; provided, however, that (x) any such information disclosed pursuant to this Section 5.1.2(e) will be disclosed only to the extent required by Applicable Laws, judgment, decree or order; (y) except with respect to required disclosure to tax authorities, the disclosing Party seeking to disclose or its Affiliates under this Agreement. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “provide such information will give the other Parties prompt written notice of such requirement and fully cooperate with the other Parties so that the other Parties and/or the Company (as the case may be) may obtain reasonable assurances that confidential treatment will be accorded to [***]”] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933such information; and (z) without limiting the generality of the foregoing, AS AMENDED. Specific aspects or details the Parties will use Commercially Reasonable Efforts to ensure that, subject to Applicable Laws, the list of Confidential Information will not be deemed the Products is redacted from any copy of this Agreement required to be within the public domain filed with any government or in the possession of the recipient Party merely because the Confidential Information is embraced by more general information in the public domain or in the possession of the recipient Party. Further, any combination of Confidential Information will not be considered in the public domain or in the possession of the recipient Party merely because individual elements of such Confidential Information are in the public domain or in the possession of the recipient Party unless the combination and its principles are in the public domain or in the possession of the recipient Partyregulatory body.

Exceptions to Confidentiality. The restrictions and obligations under this Article VIII set forth in Sections 5.1.1, 5.1.3 and 5.1.4 will not apply to any information to the extent the recipient Party can demonstrate by competent evidence that such informationConfidential Information: (a) which is (at the time of disclosure) or becomes (after the time of disclosure) known generally available to the public or through no fault on the part of the public domain through no breach of this Agreement by the recipient Party or its AffiliatesReceiving Party; (b) was known to, or was otherwise which is lawfully in the possession ofof the Receiving Party (other than pursuant to the terms of this Agreement) without restriction as to its disclosure, the recipient Party or its Affiliates prior to the time disclosure of disclosure by the disclosing Party or any of its Affiliates; (c) is disclosed to the recipient Party or an Affiliate on a non-confidential basis by a Third Party who is entitled to disclose it without breaching any confidentiality obligation to the disclosing Party or any of its Affiliates; or (d) is independently developed such information by or on behalf of the recipient Disclosing Party or its Affiliatesthe Company, as reasonably evidenced by its written records, without reference to the Confidential Information disclosed by the disclosing Party or its Affiliates under this Agreement. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “appropriate documentation; [***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Specific aspects ] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. (c) which lawfully becomes available to the Receiving Party from a source other than the Disclosing Party and the Company without any duty as to confidentiality or details non-use; (d) which is independently developed or otherwise created by the Receiving Party (other than pursuant to the terms of this Agreement) without the use of any Confidential Information will not be deemed of the Disclosing Party, as reasonably evidenced by appropriate documentation; or (e) which is required to be within disclosed or provided to any court, government or regulatory body of competent jurisdiction (including any relevant securities exchange) (i) pursuant to any Applicable Laws, judgment, decree or order; (ii) as necessary to make regulatory filings and communications related to HMPL-004 or any Products; or (iii) for the public domain purpose of asserting or defending against any claims relating to Intellectual Property Rights, including, in particular, any action taken to protect and enforce Intellectual Property Rights; provided, however, that (x) any such information disclosed pursuant to this Section 5.1.2(e) will be disclosed only to the possession extent required by Applicable Laws, judgment, decree or order; (y) except with respect to required disclosure to tax authorities, the Party seeking to disclose or provide such information will give the other Parties prompt written notice of such requirement and fully cooperate with the other Parties so that the other Parties and/or the Company (as the case may be) may obtain reasonable assurances that confidential treatment will be accorded to such information; and (z) without limiting the generality of the recipient Party merely because foregoing, the Confidential Information is embraced by more general information in Parties will use Commercially Reasonable Efforts to ensure that, subject to Applicable Laws, the public domain or in the possession list of the recipient Party. Further, Products is redacted from any combination copy of Confidential Information will not this Agreement required to be considered in the public domain filed with any government or in the possession of the recipient Party merely because individual elements of such Confidential Information are in the public domain or in the possession of the recipient Party unless the combination and its principles are in the public domain or in the possession of the recipient Partyregulatory body.

Exceptions to Confidentiality. The restrictions and obligations under this Article VIII set forth in Sections 5.1.1, 5.1.3 and 5.1.4 will not apply to any information to the extent the recipient Party can demonstrate by competent evidence that such informationConfidential Information: (a) which is (at the time of disclosure) or becomes (after the time of disclosure) known generally available to the public or through no fault on the part of the public domain through no breach of this Agreement by the recipient Party or its AffiliatesReceiving Party; (b) was known to, or was otherwise which is lawfully in the possession ofof the Receiving Party (other than pursuant to the terms of this Agreement) without restriction as to its disclosure, the recipient Party or its Affiliates prior to the time disclosure of disclosure by the disclosing Party or any of its Affiliates; (c) is disclosed to the recipient Party or an Affiliate on a non-confidential basis by a Third Party who is entitled to disclose it without breaching any confidentiality obligation to the disclosing Party or any of its Affiliates; or (d) is independently developed such information by or on behalf of the recipient Disclosing Party or its Affiliatesthe Company, as reasonably evidenced by its written records, without reference appropriate documentation; (c) which lawfully becomes available to the Receiving Party from a source other than the Disclosing Party and the Company without any duty as to confidentiality or non-use; (d) which is independently developed or otherwise created by the Receiving Party (other than pursuant to the terms of this Agreement) without the use of any Confidential Information disclosed of the Disclosing Party, as reasonably evidenced by the disclosing Party or its Affiliates under this Agreement. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Specific aspects or details of Confidential Information will not be deemed appropriate documentation; or (e) which is required to be within disclosed or provided to any court, government or regulatory body of competent jurisdiction (including any relevant securities exchange) (i) pursuant to any Applicable Laws, judgment, decree or order; (ii) as necessary to make regulatory filings and communications related to HMPL-004 or any Products; or (iii) for the public domain purpose of asserting or defending against any claims relating to Intellectual Property Rights, including, in particular, any action taken to protect and enforce Intellectual Property Rights; provided, however, that (x) any such information disclosed pursuant to this Section 5.1.2(e) will be disclosed only to the possession extent required by Applicable Laws, judgment, decree or order; (y) except with respect to required disclosure to tax authorities, the Party seeking to disclose or provide such information will give the other Parties prompt written notice of such requirement and fully cooperate with the other Parties so that the other Parties and/or the Company (as the case may be) may obtain reasonable assurances that confidential treatment will be accorded to such information; and (z) without limiting the generality of the recipient Party merely because foregoing, the Confidential Information is embraced by more general information in Parties will use Commercially Reasonable Efforts to ensure that, subject to Applicable Laws, the public domain or in the possession list of the recipient Party. Further, Products is redacted from any combination copy of Confidential Information will not this Agreement required to be considered in the public domain filed with any government or in the possession of the recipient Party merely because individual elements of such Confidential Information are in the public domain or in the possession of the recipient Party unless the combination and its principles are in the public domain or in the possession of the recipient Partyregulatory body.

Exceptions to Confidentiality. The obligations under this Article VIII will obligation of confidentiality shall not apply with respect to any particular portion of information to the extent the recipient Party can demonstrate by competent evidence that such informationif: (a) a. it is (in the public domain at the time of disclosure) or becomes (after the time of disclosure) known Disclosing Party's communication thereof to the public or part of Receiving Party; or b. it entered the public domain through no breach of this Agreement by the recipient Receiving Party or its Affiliates; (b) was known to, or was otherwise in the possession of, the recipient Party or its Affiliates prior subsequent to the time of disclosure by the disclosing Party or any of its Affiliates; (c) is disclosed Disclosing Party's communication thereof to the recipient Party or an Affiliate on a non-confidential basis by a Third Party who is entitled to disclose it without breaching any confidentiality obligation to the disclosing Party or any of its AffiliatesReceiving Party; or (d) is independently c. it was in the Receiving Party's possession, free of any obligation of confidence, at the time of the Disclosing Party's communication thereof to the Receiving Party; or d. it was rightfully communicated to the Receiving Party free of any obligation of confidence subsequent to the time of the Disclosing Party's communication thereof to the Receiving Party; or e. such information was developed by or on behalf representatives of the recipient Party or its AffiliatesReceiving Party, as evidenced by its written records, independently of and without reference to the information and the Receiving Party has evidence of such independent development. Within ten (10) days following either a request from the Disclosing Party or the completion of business dealings between the parties hereto, the Receiving Party will deliver to the Disclosing Party or destroy all tangible copies of the Confidential Information, including but not limited to magnetic or electronic media containing the Confidential Information, note(s) and paper(s) in whatever form containing the Confidential Information disclosed or parts thereof, and any copies of the Confidential Information in whatever form. If the Receiving Party destroys the Confidential Information, then upon request of the Disclosing Party, the Receiving Party will certify in writing to the Disclosing Party that the Confidential Information has been completely destroyed. Notwithstanding the foregoing, the Receiving Party shall be entitled to keep (i) one (1) copy of any investment committee memoranda, due diligence memoranda or other similar analyses, compilations, studies or other documents containing or referencing Confidential Information in its legal/compliance files as required to satisfy legal, regulatory or professional obligations and (ii) electronic files of Confidential Information automatically backed up or stored pursuant to the Receiving Party’s customary information technology management procedures until such electronic files are deleted in the ordinary course; provided, however, that any such retained Confidential Information shall remain subject to the terms and obligations set forth in this Agreement. In the event that the Receiving Party is requested or required by applicable law, rule, regulation or other legal process to disclose any Confidential Information, it is agreed that the Receiving Party will, to the extent legally permissible, provide the Disclosing Party with reasonable written notice of any such request or requirement so that the Disclosing Party may seek (with the Receiving Party’s reasonable cooperation, if requested by the disclosing Disclosing Party at its expense) an appropriate protective order or other such remedy. If, failing the entry of a protective order, the Receiving Party is nonetheless, based on the advice of its legal counsel, required by law, regulation or judicial process to disclose Confidential Information, the Receiving Party may disclose only that portion of the Confidential Information that such legal counsel advises that the Receiving Party is compelled to disclose; provided, however, that the Receiving Party requests assurance that confidential treatment will be accorded to such disclosed Confidential Information. Notwithstanding the foregoing, the Receiving Party shall not be in violation of this Agreement if it discloses Confidential Information to any regulatory or administrative agency having jurisdiction over the Receiving Party or its Affiliates under this Agreement. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933operations, AS AMENDED. Specific aspects or details regardless of Confidential Information will not be deemed to be within the public domain or in the possession of the recipient Party merely because whether the Confidential Information is embraced by more general information formally requested and without notice to the Disclosing Party, provided, however, that such disclosure is not in response to any inquiry specific to the public domain or in the possession of the recipient Party. Further, any combination of Confidential Information will not be considered in the public domain or in the possession of the recipient Party merely because individual elements of such Confidential Information are in the public domain or in the possession of the recipient Party unless the combination and its principles are in the public domain or in the possession of the recipient Disclosing Party.

Exceptions to Confidentiality. The obligations under this Article VIII receiving party's obligation of non-disclosure and the limitations upon the right to use the disclosing party's Information will not apply to any information to the extent that the recipient Party receiving party can demonstrate by competent evidence its written records that such information: the Information: (a) is (at the time of disclosure) or becomes (after the time of disclosure) known to the public or part of the public domain through no breach of this Agreement by the recipient Party or was in its Affiliates; (b) was known to, or was otherwise in the possession of, the recipient Party or its Affiliates prior to the time of disclosure by the disclosing Party party; (b) is or any becomes public knowledge through no fault or omission of its Affiliates; the receiving party; (c) is disclosed to obtained by the recipient Party or an Affiliate on receiving party from a non-confidential basis by a Third Party who is entitled to disclose it without breaching any third party under no obligation of confidentiality obligation to the disclosing Party or any of its Affiliatesparty; or (d) is independently developed by or on behalf of the recipient Party or its Affiliates, as evidenced by its written records, without reference to the Confidential Information disclosed by the disclosing Party receiving party pursuant to an order or demand issued by a court or governmental agency or as otherwise required by law; PROVIDED, HOWEVER, that the receiving party notifies the other party prior to disclosure, giving such other party sufficient advance notice to permit it to seek a protective order or other similar order with respect to such Information AND PROVIDED, FURTHER, that the receiving party furnishes only that portion of the Information which it is advised by counsel is legally required whether or not a protective order or other similar order is obtained by the other party; or (e) where the receiving party reasonably believes such disclosure is reasonably necessary or appropriate to fulfill its Affiliates obligations or exercise its rights under this Agreement. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Specific aspects with such disclosure being limited to (i) consultants, collaborators, Affiliates, and clinical investigators, on a need-to-know basis and on condition that such entities or details of Confidential persons agree to keep the Information will not be deemed confidential for the same time periods and to be within the public domain same extent as such party is required to keep the Information confidential; and (ii) government or in other regulatory authorities to the possession of the recipient Party merely because the Confidential Information extent that such disclosure is embraced by more general information in the public domain reasonably necessary to obtain patents or in the possession of the recipient Party. Furtherauthorizations to conduct clinical trials of, any combination of Confidential Information will not be considered in the public domain or in the possession of the recipient Party merely because individual elements of such Confidential Information are in the public domain or in the possession of the recipient Party unless the combination and its principles are in the public domain or in the possession of the recipient Partyto commercially market, products.

Exceptions to Confidentiality. The obligations under this Article VIII will restrictions on use and disclosure of Confidential Information shall not apply to any information to the extent any of the recipient Party can demonstrate by competent evidence that such informationfollowing is true: (a) the information is (at now, or hereafter becomes, through no act or failure to act on the time of disclosure) or becomes (after the time of disclosure) known to the public or part of the public domain through no breach of this Agreement by recipient, generally known or available to the recipient Party or its Affiliatespublic; (b) was the information is known to, or was otherwise in the possession of, by the recipient Party or its Affiliates prior to the time of disclosure by the disclosing Party or any of its Affiliates; (c) is disclosed to the recipient Party or an Affiliate on a non-confidential basis by a Third Party who is entitled to disclose it without breaching any confidentiality obligation to the disclosing Party or any of its Affiliates; or (d) is independently developed by or on behalf of the recipient Party or its Affiliates, as evidenced by its written records, without reference to the Confidential Information disclosed by the disclosing Party or its Affiliates under this Agreement. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Specific aspects or details of Confidential Information will not be deemed to be within the public domain or already in the possession of the recipient Party merely because before it receives the information from the disclosing party; (c) the information is furnished to the recipient by a third party who did not acquire the information directly or indirectly from the disclosing party under an obligation of confidentiality to the disclosing party or otherwise under circumstances in which such third party did not have the legal right to acquire and furnish to the recipient the information in question; (d) the information is independently developed by the recipient without use or knowledge of the Confidential Information Information; (e) the information is embraced required by more general information in law or by order of any court or governmental authority to be disclosed by the public domain or in recipient. In the possession event of such compulsory disclosure, however, the recipient Partyshall use reasonable efforts to give the disclosing party sufficient advance written notice to enable it to seek a protective order or other remedy to protect such Confidential Information. Further, any combination of The recipient shall use reasonable efforts to disclose only the minimum Confidential Information will required to be disclosed, whether or not be considered a protective order or other remedy is in place; (f) the public domain information is made available by the disclosing party to a third party without similar restrictions; or (g) the information (i) does not relate to the business or operations of Newco or is scientific know-how or scientific techniques and (ii) is not disclosed in the possession writing or reduced to writing and marked as “confidential” or with other comparable marking within thirty (30) days of the recipient Party merely because individual elements of such Confidential Information are in the public domain or in the possession of the recipient Party unless the combination and its principles are in the public domain or in the possession of the recipient Partydisclosure.

Exceptions to Confidentiality. The obligations under this Article VIII will “Confidential Information” does not apply to any include information to the extent the recipient Party can demonstrate by competent evidence that such information: (a) is (at was in the time of disclosure) or becomes (after the time of disclosure) known to the public or part lawful knowledge and possession of the public domain through no breach of this Agreement by the recipient Party or its Affiliates; (b) was known to, or was otherwise in the possession of, the recipient Receiving Party or its Affiliates prior to the time of disclosure it was disclosed to, or learned by, the Receiving Party or its Affiliates, or was otherwise developed independently by the disclosing Party or any of its Affiliates; (c) is disclosed to the recipient Party or an Affiliate on a non-confidential basis by a Third Party who is entitled to disclose it without breaching any confidentiality obligation to the disclosing Party or any of its Affiliates; or (d) is independently developed by or on behalf of the recipient 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 written records, without reference Affiliates; (b) was generally available to the Confidential Information disclosed public or otherwise part of the public domain at the time of its disclosure to the Receiving Party or its Affiliates, as evidenced by written records of the disclosing Receiving Party or its Affiliates; (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 or its Affiliates under in breach of this Agreement; or (d) was disclosed to the Receiving Party or its Affiliates, other than under an obligation of confidentiality, by a Third Party who had no obligation to the Disclosing ​ ​ Party or its Affiliates not to disclose such information to others. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “In the event a Receiving Party is required to make a disclosure under Law or regulation, the order of a court of competent jurisdiction, or the rules of the U.S. Securities and Exchange Commission (including by reason of any securities offering by Licensee), any stock exchange or listing entity, such disclosure will not constitute a breach of this Article 7 provided such Receiving Party shall provide [***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Specific aspects or details of Confidential Information will not be deemed ] to be within the public domain or in Disclosing Party and take all reasonable steps to limit the possession extent of the recipient Party merely because the Confidential Information is embraced by more general information in the public domain or in the possession of the recipient Party. Further, disclosure and obtain confidential treatment for any combination of Confidential Information will not be considered in the public domain or in the possession of the recipient Party merely because individual elements of such Confidential Information are in the public domain or in the possession of the recipient Party unless the combination and its principles are in the public domain or in the possession of the recipient Partyremaining required disclosure.

Exceptions to Confidentiality. The obligations under this Article VIII will “Confidential Information” does not apply to any include information to the extent the recipient Party can demonstrate by competent evidence that such information: (a) is (at was in the time of disclosure) or becomes (after the time of disclosure) known to the public or part lawful knowledge and possession of the public domain through no breach of this Agreement by the recipient Party or its Affiliates; (b) was known to, or was otherwise in the possession of, the recipient Receiving Party or its Affiliates prior to the time of disclosure it was disclosed to, or learned by, the Receiving Party or its Affiliates, or was otherwise developed independently by the disclosing Party or any of its Affiliates; (c) is disclosed to the recipient Party or an Affiliate on a non-confidential basis by a Third Party who is entitled to disclose it without breaching any confidentiality obligation to the disclosing Party or any of its Affiliates; or (d) is independently developed by or on behalf of the recipient 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 written records, without reference Affiliates; (b) was generally available to the Confidential Information disclosed public or otherwise part of the public domain at the time of its disclosure to the Receiving Party or its Affiliates, as evidenced by written records of the disclosing Receiving Party or its Affiliates; (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 or its Affiliates under in breach of this Agreement; or (d) was disclosed to the Receiving Party or its Affiliates, other than under an obligation of confidentiality, by a Third Party who had no obligation to the Disclosing Party or its Affiliates not to disclose such information to others. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933In the event a Receiving Party is required to make a disclosure under Law or regulation, AS AMENDED. Specific aspects the order of a court of competent jurisdiction, or details the rules of Confidential Information the U.S. Securities and Exchange Commission (including by reason of any securities offering by Licensee), any stock exchange or listing entity, such disclosure will not be deemed constitute a breach of this Article 7 provided such Receiving Party shall provide prompt written notice to be within the public domain or in Disclosing Party and take all reasonable steps to limit the possession extent of the recipient Party merely because the Confidential Information is embraced by more general information in the public domain or in the possession of the recipient Party. Further, disclosure and obtain confidential treatment for any combination of Confidential Information will not be considered in the public domain or in the possession of the recipient Party merely because individual elements of such Confidential Information are in the public domain or in the possession of the recipient Party unless the combination and its principles are in the public domain or in the possession of the recipient Partyremaining required disclosure.

Exceptions to Confidentiality. The Notwithstanding the foregoing Section 13(b), the parties' obligations respecting confidentiality and limitation on use under this Article VIII will Section 13(b) shall not apply to any particular information to or materials that the extent the recipient Party other party can demonstrate by competent evidence that such informationdemonstrate: (ai) is (was, at the time of disclosure) or becomes (after the time of disclosure) known disclosure to it, in the public domain; (ii) after disclosure to it, is published or otherwise becomes part of the public domain through no breach fault of this Agreement by the recipient Party or its Affiliatesreceiving party; (biii) was known to, or was otherwise in the lawful possession ofof the receiving party at the time of disclosure to it without being subject to an obligation of confidentiality; (iv) was received after disclosure to it from a third Person who had a lawful right to disclose such information or materials to it; (v) was independently developed by the receiving party without reference to or reliance upon Confidential Information received by the receiving party; (vi) was required to be disclosed to any regulatory body having jurisdiction over the parties or any of their respective Affiliates or their respective clients, provided that such party shall use reasonable efforts to provide the recipient Party other party with prior notice thereof so that the other party may seek a protective order or its Affiliates other appropriate remedy to prevent such disclosure, and if such protective order or other remedy is not obtained prior to the time such disclosure is required, the party required to make the disclosure shall only disclose that portion of disclosure by the disclosing Party or any of its Affiliates; (c) such Confidential Information which it is disclosed legally required to the recipient Party or an Affiliate on a non-confidential basis by a Third Party who is entitled to disclose it without breaching any confidentiality obligation to the disclosing Party or any of its Affiliatesdisclose; or (dvii) that disclosure is independently developed necessary by reason of legal, accounting or on behalf regulatory requirements beyond the reasonable control of the recipient Party receiving party, provided that such party shall use all reasonable efforts to provide the other party with prior notice thereof so that the other party may seek a protective order or its Affiliatesother appropriate remedy to prevent such disclosure, as evidenced by its written records, without reference and if such protective order or other remedy is not obtained prior to the Confidential Information disclosed by time such disclosure is required, the disclosing Party or its Affiliates under this Agreement. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Specific aspects or details of Confidential Information party required to make the disclosure will not be deemed to be within the public domain or in the possession of the recipient Party merely because the Confidential Information is embraced by more general information in the public domain or in the possession of the recipient Party. Further, any combination of Confidential Information will not be considered in the public domain or in the possession of the recipient Party merely because individual elements only disclose that portion of such Confidential Information are in the public domain or in the possession of the recipient Party unless the combination and its principles are in the public domain or in the possession of the recipient Partywhich it is legally required to disclose.

Exceptions to Confidentiality. The obligations under this Article VIII receiving party’s obligation of non-disclosure and the limitations upon the right to use the disclosing party’s Confidential Information will not apply to any information to the extent that the recipient Party receiving party can demonstrate by competent evidence its written records that such information: the Confidential Information: (a) is (at the time of disclosure) or becomes (after the time of disclosure) known to the public or part of the public domain through no breach of this Agreement by the recipient Party or was in its Affiliates; (b) was known to, or was otherwise in the possession of, the recipient Party or its Affiliates prior to the time of disclosure by the disclosing Party party; (b) is or any becomes public knowledge through no fault or omission of its Affiliates; the receiving party; (c) is disclosed to obtained by the recipient Party or an Affiliate on a non-confidential basis by receiving party from a Third Party who is entitled to disclose it without breaching any under no obligation of confidentiality obligation to the disclosing Party or any of its Affiliatesparty; or (d) is independently developed required to be disclosed by the receiving party pursuant to an order or on behalf demand issued by a court or governmental agency or as otherwise required by law; provided, however, that the receiving party notifies the disclosing party prior to disclosure, giving such disclosing party sufficient advance notice to permit it to seek a protective order or other similar order with respect to such Confidential Information and provided, further, that the receiving party furnishes only that portion of the recipient Party Information which it is advised by counsel is legally required whether or not a protective order or other similar order is obtained by the disclosing party; or (e) where the receiving party reasonably believes such disclosure is reasonably necessary or appropriate to fulfill its Affiliatesobligations or exercise its rights under this Agreement, as evidenced by its written recordswith such disclosure being limited to (i) consultants, without reference collaborators, and clinical investigators, on a need-to-know basis and on condition that such entities or persons agree to keep the Confidential Information disclosed by confidential for the disclosing Party or its Affiliates under this Agreement. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Specific aspects or details of Confidential Information will not be deemed same time periods and to be within the public domain or in the possession of the recipient Party merely because same extent as such party is required to keep the Confidential Information confidential and (ii) government or other regulatory authorities to the extent that such disclosure is embraced by more general information in the public domain reasonably necessary to obtain patents or in the possession of the recipient Party. Furtherauthorizations to conduct clinical trials of, any combination of Confidential Information will not be considered in the public domain or in the possession of the recipient Party merely because individual elements of such Confidential Information are in the public domain or in the possession of the recipient Party unless the combination and its principles are in the public domain or in the possession of the recipient Partyto commercially market, products.

Exceptions to Confidentiality. The obligations under this Article VIII will restrictions on use and disclosure of Confidential Information shall not apply to any information to the extent any of the recipient Party can demonstrate by competent evidence that such informationfollowing is true: (a) the information is (at now, or hereafter becomes, through no act or failure to act on the time of disclosure) or becomes (after the time of disclosure) known to the public or part of the public domain through no breach of this Agreement by recipient, generally known or available to the recipient Party or its Affiliatespublic; (b) was the information is known to, or was otherwise in the possession of, by the recipient Party or its Affiliates prior to the time of disclosure by the disclosing Party or any of its Affiliates; (c) is disclosed to the recipient Party or an Affiliate on a non-confidential basis by a Third Party who is entitled to disclose it without breaching any confidentiality obligation to the disclosing Party or any of its Affiliates; or (d) is independently developed by or on behalf of the recipient Party or its Affiliates, as evidenced by its written records, without reference to the Confidential Information disclosed by the disclosing Party or its Affiliates under this Agreement. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Specific aspects or details of Confidential Information will not be deemed to be within the public domain or already in the possession of the recipient Party merely because before it receives the information from the disclosing party; (c) the information is furnished to the recipient by a third party who did not acquire the information directly or indirectly from the disclosing party or under an obligation of confidentiality to the disclosing party or otherwise under circumstances in which such third party did not have the legal right to acquire and furnish to the recipient the information in question; (d) the information is independently developed by the recipient without use or knowledge of the Confidential Information Information; (e) the information is embraced required by more general information in law or by order of any court or governmental authority to be disclosed by the public domain or in recipient. In the possession event of such compulsory disclosure, however, the recipient Partyshall use reasonable efforts to give the disclosing party sufficient advance written notice to enable it to seek a protective order or other remedy to protect such Confidential Information. Further, any combination of The recipient shall use reasonable efforts to disclose only the minimum Confidential Information will required to be disclosed, whether or not be considered a protective order or other remedy is in place; (f) the public domain information is made available by the disclosing party to a third party without similar restrictions; or (g) the information (i) does not relate to the business or operations of Newco or is scientific know-how or scientific techniques and (ii) is not disclosed in the possession writing or reduced to writing and marked as “confidential” or with other comparable marking within thirty (30) days of the recipient Party merely because individual elements of such Confidential Information are in the public domain or in the possession of the recipient Party unless the combination and its principles are in the public domain or in the possession of the recipient Partydisclosure.

Exceptions to Confidentiality. The obligations under this Article VIII will restrictions on use and disclosure of Confidential Information shall not apply to any information to the extent any of the recipient Party can demonstrate by competent evidence that such informationfollowing is true: (a) the information is (at now, or hereafter becomes, through no act or failure to act on the time of disclosure) or becomes (after the time of disclosure) known to the public or part of the public domain through no breach of this Agreement by recipient (or any Relevant Person to whom the recipient Party information is disclosed), generally known or its Affiliatesavailable to the public; (b) was the information is known to, or was otherwise in the possession of, by the recipient Party or its Affiliates prior to the time of disclosure by the disclosing Party or any of its Affiliates; (c) is disclosed to the recipient Party or an Affiliate on a non-confidential basis by a Third Party who is entitled to disclose it without breaching any confidentiality obligation to the disclosing Party or any of its Affiliates; or (d) is independently developed by or on behalf of the recipient Party or its Affiliates, as evidenced by its written records, without reference to the Confidential Information disclosed by the disclosing Party or its Affiliates under this Agreement. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Specific aspects or details of Confidential Information will not be deemed to be within the public domain or already in the possession of the recipient Party merely because before it receives the information from the disclosing party; (c) the information is furnished to the recipient by a third party who did not acquire the information directly or indirectly from the disclosing party under an obligation of confidentiality to the disclosing party or otherwise under circumstances in which such third party did not have the legal right to acquire and furnish to the recipient the information in question; (d) the information is independently developed by the recipient without use or knowledge of the Confidential Information Information; (e) the information is embraced required by more general information in law or by order of any court or governmental authority to be disclosed by the public domain or in recipient. In the possession event of such compulsory disclosure, however, the recipient Partyshall use reasonable efforts to give the disclosing party sufficient advance written notice to enable it to seek a protective order or other remedy to protect such Confidential Information. Further, any combination of The recipient shall use reasonable efforts to disclose only the minimum Confidential Information will required to be disclosed, whether or not be considered a protective order or other remedy is in place; (f) the public domain information is made available by the disclosing party to a third party (not being a shareholder of TAT or in the possession of the recipient Party merely because individual elements any of such Confidential Information are shareholder's employees) without similar restrictions; or (g) the information (i) does not relate to the business or operations of TAT or is scientific know-how or scientific techniques and (ii) is not disclosed in the public domain writing or in the possession reduced to writing and marked as "confidential" or with other comparable marking within thirty (30) days of the recipient Party unless the combination and its principles are in the public domain or in the possession of the recipient Partydisclosure.

Exceptions to Confidentiality. The obligations under this Article VIII will restrictions on use and disclosure of Confidential Information shall not apply to any information to the extent any of the recipient Party can demonstrate by competent evidence that such informationfollowing is true: (a) the information is (at now, or hereafter becomes, through no act or failure to act on the time of disclosure) or becomes (after the time of disclosure) known to the public or part of the public domain through no breach of this Agreement by recipient, generally known or available to the recipient Party or its Affiliatespublic; (b) was the information is known to, or was otherwise in the possession of, by the recipient Party or its Affiliates prior to the time of disclosure by the disclosing Party or any of its Affiliates; (c) is disclosed to the recipient Party or an Affiliate on a non-confidential basis by a Third Party who is entitled to disclose it without breaching any confidentiality obligation to the disclosing Party or any of its Affiliates; or (d) is independently developed by or on behalf of the recipient Party or its Affiliates, as evidenced by its written records, without reference to the Confidential Information disclosed by the disclosing Party or its Affiliates under this Agreement. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Specific aspects or details of Confidential Information will not be deemed to be within the public domain or already in the possession of the recipient Party merely because before it receives the information from the disclosing party; (c) the information is furnished to the recipient by a third party who did not acquire the information directly or indirectly from the disclosing party under an obligation of confidentiality to the disclosing party or otherwise under circumstances in which such third party did not have the legal right to acquire and furnish to the recipient the information in question; (d) the information is independently developed by the recipient without use or knowledge of the Confidential Information Information; (e) the information is embraced required by more general information in law or by order of any court or governmental authority to be disclosed by the public domain or in recipient. In the possession event of such compulsory disclosure, however, the recipient Partyshall use reasonable efforts to give the disclosing party sufficient advance written notice to enable it to seek a protective order or other remedy to protect such Confidential Information. Further, any combination of The recipient shall use reasonable efforts to disclose only the minimum Confidential Information will required to be disclosed, whether or not be considered a protective order or other remedy is in place; (f) the public domain information is made available by the disclosing party to a third party without similar restrictions; or (g) the information (i) does not relate to the business or operations of Newco or is scientific know-how or scientific techniques and (ii) is not disclosed in the possession writing or reduced to writing and marked as “confidential” or with a comparable marking within thirty (30) days of the recipient Party merely because individual elements of such Confidential Information are in the public domain or in the possession of the recipient Party unless the combination and its principles are in the public domain or in the possession of the recipient Partydisclosure.