Common use of Exceptions Clause in Contracts

Exceptions. The Parties’ respective obligations under Section 15.1 will not apply to any such information: (a) that is, as of the time of its disclosure or thereafter becomes, part of the public domain through a source other than the receiving Party; (b) that was known to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereof.

Exceptions. The Parties’ respective obligations under Section 15.1 Notwithstanding the foregoing, a Stockholder will not apply be required to comply with Section 3.2 above in connection with any such information: proposed Sale of the Company (the “Proposed Sale”) unless: (a) any representations and warranties to be made by such Stockholder in connection with the Proposed Sale are limited to representations and warranties related to authority, ownership and the ability to convey title to such Shares, including but not limited to representations and warranties that is(i) the Stockholder holds all right, as title and interest in and to the Shares such Stockholder purports to hold, free and clear of all liens and encumbrances, (ii) the obligations of the time Stockholder in connection with the transaction have been duly authorized, if applicable, (iii) the documents to be entered into by the Stockholder have been duly executed by the Stockholder and delivered to the acquirer and are enforceable against the Stockholder in accordance with their respective terms and (iv) neither the execution and delivery of its disclosure or thereafter becomesdocuments to be entered into in connection with the transaction, part nor the performance of the public domain through Stockholder’s obligations thereunder, will cause a source breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency; (b) such Stockholder shall have no obligation to execute or otherwise agree to any restrictive covenant in connection with the Proposed Sale (including without limitation any covenant not to compete or covenant not to solicit customers, employees or suppliers of any party to the Proposed Sale) or any release of claims other than a release in customary form of claims arising solely in such Stockholder’s capacity as a stockholder of the Company; provided that, the foregoing shall not limit any requirement contained in a definitive agreement with respect to such Proposed Sale that certain employees or officers of the Company be bound by a non-compete or similar restrictive covenant or a release of claims pursuant to the definitive agreements in connection with such Proposed Sale; (c) such Stockholder and its Affiliates are not required to amend, extend or terminate any contractual or other relationship with the Company, the acquirer or their respective Affiliates, except that the Stockholder may be required to agree to terminate the investment-related documents between or among such Stockholder, the Company and/or other stockholders of the Company; (d) the Stockholder shall not be liable for the inaccuracy of any representation or warranty made by any other Person in connection with the Proposed Sale, other than the receiving Party; Company (b) that was known except to the receiving Party as extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the time Company as well as breach by any stockholder of its disclosure any of identical representations, warranties and was not otherwise subject to confidentiality obligations; (c) that is independently developed covenants provided by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or all stockholders); (e) that is required to be disclosed pursuant to applicable lawthe liability for indemnification, ruleif any, regulation, requirement of such Stockholder in the Proposed Sale and for the inaccuracy of any law enforcement agencyrepresentations and warranties made by the Company in connection with such Proposed Sale, court order or is several and not joint with any other legal process or at Person (except to the request extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders), and is pro rata in proportion to the amount of consideration paid to such Stockholder in connection with such Proposed Sale (in accordance with the provisions of the Restated Certificate); (f) liability shall be limited to such Stockholder’s applicable share (determined based on the respective proceeds payable to each Stockholder in connection with such Proposed Sale in accordance with the provisions of the Restated Certificate) of a regulatory authority. The Parties acknowledge negotiated aggregate indemnification amount that applies equally to all Stockholders but that in no event exceeds the existence and terms amount of this Agreement are required consideration otherwise payable to such Stockholder in connection with such Proposed Sale, except with respect to claims related to fraud by such Stockholder, the liability for which need not be publicly disclosed by limited as to such Stockholder; (g) upon the Funds pursuant to applicable law. Without limiting the generality consummation of the preceding paragraphsProposed Sale, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure (i) each holder of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes each class or series of the performance Company’s stock will receive the same form of custodial services hereunder, that any unauthorized disclosure or misuse consideration for their shares of such information class or series as is received by other holders in respect of their shares of such same class or series of stock, (including ii) each holder of a series of Preferred Stock will receive the same amount of consideration per share of such series of Preferred Stock as is received by BNY Mellon or any other holders in respect of its employees or agentstheir shares of such same series, or any trading (iii) each holder of Common Stock will receive the same amount of consideration per share of Common Stock as is received by other holders in respect of their shares of Common Stock, and (iv) unless the the aggregate consideration receivable by all holders of the Preferred Stock and Common Stock shall be allocated among the holders of Preferred Stock and Common Stock on the basis of such information the relative liquidation preferences to which the holders of each respective series of Preferred Stock and the holders of Common Stock are entitled in a Deemed Liquidation Event (assuming for this purpose that the Proposed Sale is a Deemed Liquidation Event) in accordance with the Company’s Certificate of Incorporation in effect immediately prior to the Proposed Sale; provided, however, that, notwithstanding the foregoing provisions of this Subsection 3.3(g), if the consideration to be paid in exchange for the Key Holder Shares or Investor Shares, as applicable, pursuant to this Subsection 3.3(g) includes any securities and due receipt thereof by anyone in receipt of such information) may constitute a criminal offense of trading on any Key Holder or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and Investor would require under applicable law to prevent unauthorized disclosure (x) the registration or qualification of such Confidential Information. The Parties acknowledge and agree that securities or of any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm person as a broker or dealer or agent with respect to such securities; or (y) the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition provision to all other rights and remedies they may have pursuant to this Agreement and at law any Key Holder or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, Investor of any information other than such information as a prudent issuer would generally furnish in violation an offering made solely to “accredited investors” as defined in Regulation D promulgated under the Securities Act, the Company may cause to be paid to any such Key Holder or Investor in lieu thereof, against surrender of Section 15.1 hereofthe Key Holder Shares or Investor Shares, as applicable, which would have otherwise been sold by such Key Holder or Investor, an amount in cash equal to the fair value (as determined in good faith by the Board) of the securities which such Key Holder or Investor would otherwise receive as of the date of the issuance of such securities in exchange for the Key Holder Shares or Investor Shares, as applicable; provided, that, clause (iv) above shall not apply to a SPAC Transaction. (h) subject to clause (e) above, requiring the same form of consideration to be available to the holders of any single class or series of capital stock, if any holders of any capital stock of the Company are given an option as to the form and amount of consideration to be received as a result of the Proposed Sale, all holders of such capital stock will be given the same option; and (i) such Stockholder is not required to agree (unless such Stockholder is a Company officer or employee) to any restrictive covenant in connection with the Proposed Sale (including without limitation any covenant not to compete or covenant not to solicit customers, employees or suppliers of any party to the Proposed Sale).

Exceptions. The Parties’ respective obligations under covenants of the receiving Party contained in Section 15.1 will 7.1 and Section 7.2 shall not apply to any such informationinformation that: (a) that is, as of is already in the public domain at the time of its disclosure or thereafter becomes, disclosure; (b) becomes part of the public domain through a source other than no action or omission of the receiving Party after disclosure to the receiving Party; (b) that was known to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; or (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, by Law or a court order or other legal process Governmental Authority or at Regulatory Authority. Notwithstanding any provision herein to the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphscontrary, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that nothing herein shall prevent or prohibit any disclosure of any information concerning this Agreement (i) required under applicable securities Laws and the rules and regulations of any stock exchange or market system on which any Party’s securities are or may be traded, (ii) by Buyer in connection with an Approved Transaction (as defined below), and/or (iii) to investment bankers and/or financing sources in connection with bona fide financing transactions involving Buyer or an Affiliate. In addition, the Parties (and any of their respective Affiliates and representatives) may disclose to any and all Persons, without limitation of any kind, the “tax treatment” and “tax structure,” within the meaning of Treasury Regulation Section 1.6011-4, of the transactions contemplated hereby, and by the Asset Purchase Agreement and the Other Agreements, and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such information tax treatment and tax structure (but no other details regarding matters covered by this agreement, including, without limitation, the identities of the parties); provided, however, that each party recognizes that the privilege each has to BNY Mellon hereunder maintain, in its sole discretion, the confidentiality of a communication relating to the transactions contemplated hereby, and by the Asset Purchase Agreement and the Other Agreements, including a confidential communication with its attorney or a confidential communication with a federally authorized tax practitioner under Section 7525 of the Internal Revenue Code of 1986, as amended, is made strictly under not intended to be affected by the conditions of confidentiality set forth in Section 15.1 hereof and solely for foregoing. For the purposes of the performance of custodial services hereunderthis Agreement, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access each of the obligation hereunder and under applicable law following shall constitute an “Approved Transaction”: (i) the conversion of Buyer from a limited liability company to prevent unauthorized disclosure a corporation following which the equityholders of Buyer immediately prior to such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, conversion hold shares in the event resulting corporation in approximately the same relative proportions as they did in the pre-conversion entity, (ii) the issuance by Buyer of a breach securities in connection with any financing transaction or public offering, (iii) the merger, consolidation or other similar transaction (i.e., wherein all or substantially all of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law Buyer’s equity interests or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofassets are acquired by another entity).

Exceptions. The Parties’ respective obligations under covenants of the receiving Party contained in Section 15.1 will 22.1 and Section 22.2 shall not apply to any Confidential Information that the receiving Party can reasonably demonstrate by competent proof that such information: (a) that is, as of the time of its disclosure or thereafter becomes, part of the public domain through a source other than the receiving Party; (b) that was known to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed by law or a court or other Governmental Authority pursuant to (i) regulatory filings; (ii) prosecuting or defending litigation; (iii) complying with applicable law, rule, regulation, requirement law and the orders or decisions of any law enforcement agencyGovernmental Authority having jurisdiction; (iv) conducting pre-clinical or clinical trials of Product; or (b) is disclosed to Affiliates who agree to be bound by similar terms of confidentiality. Notwithstanding any provision herein to the contrary, court order nothing herein shall prevent or prohibit any disclosure of any information (including Confidential Information) concerning this Agreement (i) required under applicable securities laws and the rules and regulations of any stock exchange or market system on which any Party’s securities are or may be traded, (ii) by either Party in connection with an Approved Transaction (as defined below), where prospective parties or the other party or parties to such Approved Transaction have entered into confidentiality agreements with the Party concerning such Confidential Information, (iii) to its financial advisors or legal advisors who have agreed to the limitations on disclosure contained herein and/or (iv) to investment bankers and/or financing sources in connection with bona fide financing transactions involving either Party or an Affiliate. For the purposes of this Agreement, each of the following shall constitute an “Approved Transaction”: (i) the issuance by either Party of securities in connection with any financing transaction or public offering, and/or (ii) a merger, consolidation or other legal process similar transaction involving either Party (i.e., wherein all or at substantially all of that Party’s equity interests or assets are acquired by another entity). If a Party is required or permitted to make a disclosure of the request other Party’s Confidential Information pursuant to this Section 22.3 it shall provide prior notice of a regulatory authority. The Parties acknowledge that such intended disclosure to such other Party if practicable under the existence circumstances and terms shall disclose only such Confidential Information of this Agreement are such other Party as such Party reasonably determines is required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofdisclosed.

Exceptions. The Parties’ respective obligations under covenants of the receiving Party contained in Section 15.1 will 8.1 and Section 8.2 shall not apply to any such informationConfidential Information that the receiving Party can reasonably demonstrate by competent proof is: (a) that is, as of the time of its disclosure or thereafter becomes, part of the public domain through a source other than the receiving Party; (b) that was known to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed by Law or a court or other Authority pursuant to (i) regulatory filings; (ii) prosecuting or defending litigation; (iii) complying with applicable law, rule, regulation, requirement Law and orders or decisions of any law enforcement agency, court order Official Body having jurisdiction; (iv) necessary to the limited extent only to conducting pre-clinical or other legal process or at the request clinical trials of a regulatory authority. The Parties acknowledge that the existence Product and persons involved in such trials are bound by similar terms of this Agreement are required confidentiality; or (b) disclosed to Affiliates who agree to be publicly disclosed bound by similar terms of confidentiality. Notwithstanding any provision herein to the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphscontrary, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that nothing herein shall prevent or prohibit any disclosure of any information concerning this Agreement (A) required under applicable securities Laws and all the rules and regulations of any stock exchange or market system on which any Party’s securities are or may be traded, (B) by either Party in connection with an Approved Transaction (as defined below), where prospective parties or the other party or parties to such information Approved Transaction have entered into confidentiality agreements with the Party concerning such Confidential Information, (C) to BNY Mellon hereunder is made strictly under either Party’s financial advisors or legal advisors who have agreed to the conditions of confidentiality set forth limitations on disclosure contained herein and/or (D) to investment bankers and/or financing sources in Section 15.1 hereof and solely for connection with bona fide financing transactions involving either Party or an Affiliate who have agreed to the limitations on disclosure contained herein. For the purposes of the performance of custodial services hereunderthis Agreement, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access each of the obligation following shall constitute an “Approved Transaction”: (i) the issuance by either Party of securities in connection with any financing transaction or public offering, and/or (ii) a merger, consolidation or other similar transaction involving either Party (i.e., wherein another entity acquires all or substantially all of that Party’s equity interests or assets). If a Party is required or permitted to make a disclosure of the other Party’s Confidential Information pursuant to this Section 8.3, it will use Commercially Reasonable Efforts to (I) limit the scope of the Confidential Information disclosed and the number of persons to whom such Confidential Information is disclosed, in each case to the minimum extent required to address the reason such disclosure is permitted hereunder and under applicable law to prevent unauthorized disclosure (II) secure confidential treatment of such Confidential Information. The Parties acknowledge Information and agree that comply with any breach applicable provisions of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereof12.6.

Exceptions. The Parties’ respective obligations under in Section 15.1 will 2 do not apply to any such information: information that I can establish through written records (a) that is, as has become publicly known without (i) a breach of this Agreement by me or (ii) a third party’s breach of an agreement to maintain the confidentiality of the time of its disclosure or thereafter becomes, part of the public domain through a source other than the receiving Partyinformation; (b) that was known to disclosed by me as permitted by the receiving Party as policies and procedures of the time of its disclosure and was not otherwise subject to confidentiality obligations; Company, or (c) was developed by me prior to the Effective Date, and prior to the date any earlier confidentiality agreement of the Company was signed by me (or any earlier effective date of such agreement), if the date of development can be established by documentary evidence. Notwithstanding anything in this Agreement, I may disclose, without violating the terms of this Agreement, Confidential Information that I am specifically required by court order, subpoena or law to disclose, but I agree to disclose only that portion of Confidential Information that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is legally required to be disclosed pursuant and further agree, to the extent permitted under applicable law, rulethat prior to disclosure when compelled by applicable law, regulation, requirement of any law enforcement agency, court order or other legal process or at I shall provide prior written notice to the request of a regulatory authorityCompany. The Parties I further understand and acknowledge that the existence and terms of nothing in this Agreement or any other agreement or policy prohibits me from reporting possible violations of federal or state law or regulation to any governmental agency or entity or self-regulatory organization (including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General), cooperating with any such governmental agency or entity or self-regulatory organization in connection with any such possible violation, or making other disclosures or taking other actions (including, without limitation, receiving any whistleblower award provided for under such laws or regulations) that are required protected under the whistleblower provisions of federal or state law or regulation (collectively “Protected Activity”), in each case without any notice to be publicly disclosed by or authorization from the Funds pursuant to applicable lawCompany. Without limiting I further understand that “Protected Activity” does not include the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder Company attorney-client privileged communications. As required by the Defend Trade Secrets Act of 2016 (“DTSA”), 18 U.S.C. § 1833(b), I acknowledge that I will not be held criminally liable or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made strictly under the conditions of confidentiality set forth circumstances described therein, including: (1) in Section 15.1 hereof and solely confidence to a government official or an attorney for the purposes sole purpose of reporting or investigating a suspected violation of law; (2) in a complaint or other document filed in a legal proceeding, so long as such document is filed under seal; or (3) should I file a lawsuit against the performance Company for purported retaliation for reporting a suspected violation of custodial services hereunderlaw, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agentsthen to my attorney, or in that court proceeding, so long as any trading on document I file containing the basis of trade secret is filed under seal and I do not disclose the trade secret except pursuant to court order. Unless expressly provided, the DTSA does not authorize, or limit liability for, an act that is otherwise prohibited by law, such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping as the unlawful access of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent by unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofmeans.

Exceptions. The Parties’ respective obligations under provisions of Section 15.1 will 6.01 shall not apply to: (i) disclosure by a Party to any a Representative or an Affiliate if such information: Representative or Affiliate (a) that is, as is under a similar obligation of the time of its disclosure confidentiality or thereafter becomes, part of the public domain through a source other than the receiving Party; (b) that was known is otherwise under a binding professional obligation of confidentiality; (ii) disclosure, after giving prior notice to the receiving Party as of other Parties to the time of its disclosure extent practicable under the circumstances and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference any practicable arrangements to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation protect confidentiality, to the disclosing Party extent requested or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement under the rules of any law enforcement agency, court order or other legal process or at stock exchange on which the request Equity Securities of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon Party or any of its employees Affiliates are listed or agentsby Laws or governmental regulations or judicial or regulatory process or in connection with any proceeding arising out of or relating to this Agreement; provided that no prior notice to any Party shall be required to be given under this Section 6.02 with respect to any Proceeding commenced or brought by a Party in pursuit of its rights or in the exercise of its remedies arising out of the 2021 Transaction Documents, the 2022 Transaction Documents, the 2023 Transaction Documents, the Transaction Documents or the New Transaction Documents (upon execution); (iii) disclosure by the Investors to a financing source in connection with a bona fide loan or financing arrangement, if the recipient agrees in writing prior to any trading such disclosure to be subject to confidentiality obligations substantially similar to those set forth in this Article VI; (iv) following notification in writing to the Company on a no names basis, disclosure by any Investor to a bona fide potential purchaser of any portion or all of the basis Equity Securities of the Company held by such Investor to the extent necessary for such potential purchaser to evaluate such a proposed transaction or for other similar business purposes, if the recipient agrees in writing prior to any such disclosure to be subject to confidentiality obligations substantially similar to those set forth in this Article VI, of which the Company is a third-party beneficiary; or (v) disclosure by the Investors or its Affiliates of Confidential Information that is reasonably necessary in connection with its reporting requirements to its shareholders, limited partners and/or director or indirect investors in the ordinary course of business in each case, so long as the Persons being disclosed such information by anyone in receipt have been advised of the confidential nature of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereof.

Exceptions. The Parties’ respective obligations under Notwithstanding Section 15.1 will not apply to 10.2(a), any such information: (a) that is, as of the time of its disclosure or thereafter becomes, part of the public domain through a source other than the receiving Party; (b) that was known to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that hereto may disclose the existence and terms of this Agreement and the transactions contemplated hereby (i) to federal and state regulatory agencies in connection with applications for approval of such transactions (or, in the case of any regulated Affiliate of a Member, in connection with audits by the applicable regulatory authorities), including to the FCC as part of any application to participate in the Auction and/or any application for a license or licenses won in the Auction, it being understood and agreed that the contents of such applications are generally available to the public, (ii) to financial institutions in connection with financings of the transactions contemplated hereby and (iii) if counsel for any party advises that a press release or public disclosure is required by Applicable Law or the applicable rules of any stock exchange, then the parties shall use their commercially reasonable efforts to cause a mutually acceptable press release to be issued, and in all events the party required to make such disclosure shall be publicly free to do so; provided that in each case (other than clause (iii) above and to the extent submitted to the FCC as part of the contents of an application to participate in the Auction or a post-Auction application for licenses on which the License Company is the Winning Bidder) commercially reasonable efforts are used to seek confidential treatment from any such person to whom such information is disclosed and the other parties hereto are notified contemporaneously of such disclosure; provided, further, that the parties acknowledge that the Bidding Protocol constitutes valuable trade secrets of the Company and is extremely sensitive and confidential, and shall not be disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges parties hereto unless disclosure is compelled by regulatory or other legal process and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not then only financial damage, but irreparable harm upon adequate prior notice to the other Partyparty, for which money damages will not provide party shall have an adequate remedy. Accordinglyopportunity to seek an appropriate protective order, in and such disclosure shall be made only to the event extent necessary to comply with the requirements of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law regulatory or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereoflegal process under which it is so compelled.

Exceptions. The Parties’ respective use and non-disclosure obligations under set forth in this Section 15.1 will 8 shall not apply to any such information: Confidential Information, or portion thereof, that the Receiving Party can demonstrate by appropriate documentation: (ai) that is, as of at the time of its disclosure or thereafter becomesis in the public domain; (ii) after disclosure, becomes part of the public domain domain, by publication or otherwise, through a source other than no fault of the receiving Receiving Party; ; (biii) that was known to the receiving Party as of at the time of its disclosure is already in the Receiving Party’s possession, and such prior possession can be properly demonstrated by the Receiving Party, with the exception of Confidential Information exchanged between parties prior to the execution of this Agreement; or (iv) is made available to the Receiving Party by an independent third party, provided, however, that to the Receiving Party’s knowledge, such information was not otherwise subject to confidentiality obligations; (c) that is independently developed obtained by said third party, directly or indirectly, from the receiving Disclosing Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to hereunder. In addition, the disclosing Receiving Party or (e) may disclose information that is required to be disclosed pursuant to applicable by law, rule, regulation, requirement by a valid order of any law enforcement agency, a court or by order or other legal process or at the request regulation of a regulatory authority. The Parties acknowledge governmental agency including but not limited to, regulations of the United States Securities and Exchange Commission (the “SEC”), or in the course of litigation, provided that in all cases the Receiving Party shall give the other party prompt notice of the pending disclosure and make a reasonable effort to obtain, or to assist the Disclosing Party in obtaining, a protective order preventing or limiting the disclosure and/or requiring that the existence and terms of this Agreement are required to Confidential Information so disclosed be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely used only for the purposes of for which the performance of custodial services hereunder, that any unauthorized disclosure law or misuse of such information (including by BNY Mellon or any of its employees or agentsregulation required, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedythe order was issued. AccordinglyMDCO may further disclose CyDex’s Confidential Information to extent that such disclosure is necessary to develop, in file for Regulatory Approval, or commercialize the event of a breach of Section 15.1 hereofLicensed Product, or to seek, prosecute and maintain intellectual property protection for the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofLicensed Product.

Exceptions. (a) The Parties’ respective obligations under Section 15.1 will obligation of confidentiality contained in this Agreement shall not apply to the extent that: (i) either Party (the "Recipient") is required to disclose Confidential Information or Materials of the other Party by order or regulation of a governmental agency or a court of competent jurisdiction, provided that the Recipient shall not make any such information: disclosure (a) that isother than a filing of information or materials with the U.S. Securities and Exchange Commission, a similar filing of information or materials with the National Association of Securities Dealers or state securities regulators or a filing of information or materials pursuant to the Hart-▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇itrust Improvements Act of 1976, as of amended, and the rules and regulations thereunder, as amended or an equivalent filing with a foreign applicable authority) without first notifying the other Party and allowing the other Party a reasonable opportunity to seek injunctive relief from (or protective order with respect to) the obligation to make such disclosure; or (ii) the Recipient can demonstrate that (A) the disclosed information was at the time of its such disclosure to the Recipient already in (or thereafter becomes, part of enters) the public domain through other than as a result of actions of the Recipient, its Affiliates, employees, sublicensees, agents or subcontractors in violation hereof; (B) the disclosed information was rightfully known by the Recipient or its Affiliates (as shown by its written records) prior to the date of disclosure to the Recipient in connection with the negotiation, execution or performance of this Agreement; or (C) the disclosed information was received by the Recipient or its Affiliates on an unrestricted basis from a source unrelated to any Party to this Agreement and not under a duty of confidentiality to the other than the receiving Party; or (bD) that the disclosed information was known to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party Recipient or its Affiliates (as shown by written records) by persons without reference access to such informationor use of the Confidential Information and Materials of the other Party; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (eiii) that disclosure is required to be disclosed pursuant made to applicable law, rule, regulation, requirement a government regulatory agency as part of any law enforcement such agency, court order 's product license approval process. (b) In the event (i) that each of Tanabe and the Western Pharmaceutical Partner have agreed in writing to accept reciprocity on exchanges of Technical Information and (ii) that Signal's Western Pharmaceutical Partner chooses to develop a Product for the prevention or other legal process or at treatment of Inflammation and/or Osteoporosis based on a Compound and (iii) provided the request of a regulatory authority. The Parties acknowledge that Western Pharmaceutical Partner agrees to be bound by the existence and terms specified in Section 6 of this Agreement are required Agreement, Signal shall have the right to be publicly disclosed disclose to the Western Pharmaceutical Partner any applicable Compound Information and Product Information with respect to such Compound provided to Signal by the Funds pursuant Tanabe. As a condition to applicable law. Without limiting the generality of the preceding paragraphssuch disclosure, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information Signal will require its Western Pharmaceutical Partner to BNY Mellon hereunder is made strictly under the conditions of enter into confidentiality provisions equivalent to those set forth in this Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereof8.

Exceptions. The Parties’ respective obligations under of confidentiality, non-disclosure, and non-use set forth in Section 15.1 14.1 (Generally) will not apply to any such information: the extent the receiving Party (the “Recipient”) can demonstrate that the disclosed information (a) that is, as of was in the public domain at the time of its disclosure to the Recipient by the other Party, or thereafter becomesentered the public domain, part in each case, other than as a result of actions of the public domain through a source other than the receiving PartyRecipient, its Affiliates, employees, licensees, agents, or subcontractors, in breach of this Agreement; (b) that was rightfully known by the Recipient or its Affiliates (as shown by its written records) prior to the receiving Party as date of disclosure to the time of its disclosure and was not otherwise subject to confidentiality obligationsRecipient by the other Party; (c) that is was received by the Recipient or its Affiliates on an unrestricted basis from a Third Party rightfully in possession of such information and not under a duty of confidentiality to the other Party; or (d) was independently developed by or for the receiving Party Recipient or its Affiliates without reference to or reliance on the Confidential Information of the other Party (as demonstrated by written records). Notwithstanding any other provision of this Agreement, the Recipient’s disclosure of Confidential Information will not be prohibited if such informationdisclosure: (i) is in response to a valid order of a court or other Governmental Authority; or (dii) that is subsequently learned from otherwise required by Applicable Law or regulation or rules of a third party not known to be under a confidentiality obligation nationally recognized securities exchange. Further notwithstanding any other provision of this Agreement, Akebia may disclose Licensee’s Confidential Information to the disclosing Party extent disclosure is required in connection with the filing or (e) that prosecuting patent applications, prosecuting, or defending litigation, responding to an investigation by a Governmental Authority, or otherwise establishing rights or enforcing obligations under this Agreement, making Regulatory Filings with respect to the Licensed Products, or conducting research, development, or clinical studies with respect to the Licensed Products. If a Recipient is required to be disclosed disclose Confidential Information pursuant to applicable lawthis Section 14.2 (Exceptions), rule, regulation, requirement then prior to any disclosure the Recipient will provide the other Party with prior written notice of any law enforcement agency, court such disclosure in order to permit the other Party to seek a protective order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure confidential treatment of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereof.

Exceptions. The Parties’ respective obligations under Section 15.1 will not apply to any such information: Notwithstanding the foregoing, a Party may use and disclose Confidential Information of the other Party as follows: (a) that is, as of the time of its disclosure or thereafter becomes, part of the public domain through a source other than the receiving Party; (b) that was known to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed extent required by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, government requirement and/or court order, provided, that, the disclosing Party promptly notifies the other Party of its notice of any law enforcement agencysuch requirement, court takes all reasonable steps to limit disclosure of the Confidential Information, and provides the other Party a reasonable opportunity to seek a protective order or other legal process or at appropriate remedy and/or to waive compliance with the request of a regulatory authority. The Parties acknowledge that the existence and terms provisions of this Agreement are required to be publicly disclosed by the Funds Agreement; EXECUTION COPY Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to applicable law. Without limiting a request for confidential treatment and have been filed separately with the generality Securities and Exchange Commission. (b) subject to Section 11.4, to the extent such use and disclosure occurs in the filing or publication of any patent application or patent on inventions, pursuant to Section 11.4 (Publication); (c) as necessary or desirable for securing any regulatory approvals, including pricing approvals, for any Licensed Products or Licensed Services, provided, that, the disclosing Party shall take all reasonable steps to limit disclosure of the preceding paragraphsConfidential Information outside such regulatory agency and to otherwise maintain the confidentiality of the Confidential Information; (d) to take any lawful action that it deems necessary to enforce compliance with the terms and conditions of, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public this Agreement; provided, that, the disclosing Party shall take all reasonable steps to limit disclosure of information regarding portfolio holdingsthe Confidential Information and to otherwise maintain the confidentiality of the Confidential Information; (e) to the extent necessary, that disclosure of any to its Affiliates, directors, officers, employees, consultants, vendors and all such information to BNY Mellon hereunder is made strictly clinicians under the conditions written agreements of confidentiality at least as restrictive as those set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunderthis Agreement, that any unauthorized disclosure or misuse of who have a need to know such information in connection with such Party performing its obligations or exercising its rights under this Agreement; and (including f) by BNY Mellon or any of its employees or agentsLicensee, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securitiesto actual and potential investors, that access to licensees, Sublicensees, consultants, vendors and use of any and all such information shall be restricted as described in Section 15.1 hereofsuppliers, and that BNY Mellon shall apprise all such persons having access academic and commercial collaborators, under written agreements of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, confidentiality at least as restrictive as those set forth in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofAgreement.

Exceptions. The Parties’ respective confidentiality obligations under Section 15.1 set forth in this section will not apply to any such informationinformation that: (a) that is, as becomes generally available to the public through no fault of the time of its disclosure or thereafter becomes, part of the public domain through a source other than the receiving Receiving Party; (b) that was known is lawfully provided to the receiving Receiving Party as by a third party free of the time of its disclosure and was not otherwise subject to any confidentiality duties or obligations; (c) that is was already known to the Receiving Party at the time of disclosure; or (d) the Receiving Party can prove, by clear and convincing evidence, was independently developed by employees and contractors of the receiving Receiving Party who had no access to the Confidential Information. In addition, the Receiving Party may disclose Confidential Information to the extent that such disclosure is necessary for the Receiving Party toenforce its rights under these Terms and Conditions oris required by law, governmental regulation, court order, subpoena, warrant, governmental regulatory oragency request, or other valid legal authority, legal procedure or similar process (“Legal Process”), provided that the Receiving Party uses commercially reasonable efforts to promptly notify the Disclosing Party in writing of such required disclosure unless theReceiving Party is informed that: (i) it is legally prohibited from giving notice; or (ii) the Legal Process relates to exceptional circumstances involving dangerof death or serious physical injury to any person. The Receiving Party will cooperate with the Disclosing Party if the Disclosing Party seeks an appropriateprotective order. Notwithstanding anything to the contrary in this Section 7, should either Party learn some general information regarding the other Party’s Confidential Information during the Term or any relevant Trial Period, the Party learning such information is free to use that information retained in its unaided memory, without specific or intentional memorisation or reference to such information; Confidential Information, for its own business purposes (d) that is subsequently learned from a third party including but not known limited to be under a confidentiality obligation such Party’s employee skill, knowledge, talent, and/or expertise on other or future projects), except to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all extent such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party’s Intellectual Property. Receipt of Confidential Information hereunder, for which money damages will not provide an adequate remedy. Accordingly, however in no way obligates the event of a breach of Section 15.1 hereof, the non-breaching Receiving Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law monitor or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereoflimit its employees’ work.

Exceptions. The Parties’ respective obligations under Section 15.1 will obligation of confidentiality contained in this Agreement shall not apply to any such information: the extent that a Party can demonstrate that (a) that is, as of the disclosed information was at the time of its such disclosure to such Party already in (or thereafter becomes, part of enters) the public domain through a source other than the receiving Partyas a result of actions of such Party or its Personnel in violation hereof; (b) that the disclosed information was rightfully known to such Party without any obligation of confidentiality prior to the receiving Party as date of the time of its disclosure and was not otherwise subject to confidentiality obligationssuch Party; (c) that is independently developed the disclosed information was received by the receiving such Party without reference to such information; (d) that is subsequently learned on an unrestricted basis from a third party not known source unrelated to be under a confidentiality obligation to the disclosing any Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law not under a duty of confidentiality; or (d) the information was independently developed by such Party without use of or reference to Company’s Confidential Information. In the event that the Party receiving Confidential Information receives a request from a third party, pursuant to a valid subpoena, legally valid governmental authority request, or other valid legal request, that requires it to disclose Company’s Confidential Information, prior to disclosing such Confidential Information or Company Data, such Party shall (i) give the other Party prompt (but in equityno event later than forty eight (48) be entitled hours after receipt of the request) prior written notice of the requested disclosure which notice shall include a copy of such subpoena or request, (ii) use reasonable efforts to resist disclosing the Confidential Information, (iii) cooperate with the other Party on request to obtain a protective order or otherwise limit the disclosure of the Confidential Information, (iv) consent to an injunctioninjunction or protective order and not oppose the other Party’s request to intervene, without and (v) prior to such disclosure, provide a letter from its counsel confirming that the necessity of posting any bond or surety, to restrain disclosure or misuseConfidential Information is, in whole or fact, required to be disclosed. A disclosure of Confidential Information in part, accordance with the preceding sentence of any information in violation this Section 27.2 shall not be deemed a breach of Section 15.1 hereofthe confidentiality obligations hereunder.

Exceptions. The Parties’ respective obligations under Section 15.1 will not apply to any such information: (a) that is, as of the time of its disclosure or thereafter becomes, part of the public domain through a source other than the receiving Party; (b) that was known to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon BNPPLC acknowledges and agrees that Customers are prohibited nothing in Paragraph 4 or the preceding subparagraphs of this Paragraph 5 will be construed to require NAI to pay or reimburse: • Excluded Taxes; or • Losses incurred or suffered by law any Interested Party to the extent proximately caused by (and attributed by any applicable principles of comparative fault to) the Established Misconduct of that Interested Party; or • Losses that result from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes Liens Removable by BNPPLC; or • transaction expenses (including Attorneys’ Fees) incurred by any of the performance Participants in connection with the drafting, negotiation or execution of custodial services hereunderthe Participation Agreement (or supplements making them parties thereto) or in connection with any due diligence Participants may undertake before entering into the Participation Agreement; or • Local Impositions or other Losses contested, that any unauthorized disclosure or misuse of such information (including if and so long as they are contested, by BNY Mellon or NAI in accordance with any of its employees the provisions of this Lease or agents, other Operative Documents which expressly authorize such contests; or • transaction expenses or other Losses caused by or necessary to accomplish any trading on the basis conveyance by BNPPLC to BNPPLC’s Parent or a Qualified Affiliate which constitutes a Permitted Transfer only by reason of such information by anyone in receipt of such informationclause (3) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder definition of Permitted Transfer in the Common Definitions and under applicable law Provisions Agreement; or • any amount which may from time to prevent unauthorized disclosure time be payable by BNPPLC to any Participant representing the excess of such Confidential Information. The Parties acknowledge “Base Rent” as defined in the Participation Agreement over Base Rent as defined in and agree that calculated pursuant to this Lease and the Common Definitions and Provisions Agreement; or • any decline in the value of the Property solely by reason of decline in general market conditions and not because of any breach of Section 15.1 hereof would cause not only financial damagethis Lease or other Operative Documents by NAI. Further, but irreparable harm without limiting BNPPLC’s rights (as provided in other provisions of this Lease and other Operative Documents) to include the other Party, for which money damages will not provide an adequate remedy. Accordingly, following in the event calculation of a breach of Section 15.1 hereofthe Lease Balance, the non-breaching Break Even Price and the Make Whole Amount (as applicable) or to collect Base Rent, a Supplemental Payment and other amounts, the calculation of which depends upon the Lease Balance, BNPPLC acknowledges and agrees that nothing in Paragraph 4 or the preceding subparagraphs of this Paragraph 5 will be construed to require NAI to pay or reimburse an Interested Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law for costs paid by BNPPLC with the proceeds of the Initial Advance as part of the Transaction Expenses or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofwith Construction Advances.

Exceptions. Notwithstanding the above: 10.4.1 The Parties’ respective obligations under Section 15.1 Receiving Party may disclose Confidential Information of the Disclosing Party to Regulatory Authorities in order to obtain, maintain or defend Patents or seek or obtain approval to conduct clinical trials or gain Marketing Authorisation with respect to Products or Diagnostics or to otherwise develop, manufacture or commercialize a Product or Diagnostic. 10.4.2 The Receiving Party may disclose Confidential Information of the Disclosing Party and this Agreement as required to comply with any order of a court or any applicable rule, regulation, or law of any jurisdiction or securities exchange, provided that to the extent reasonably possible it (a) shall promptly notify the Disclosing Party and allow the Disclosing Party a reasonable time to oppose such disclosure, (b) shall use reasonable efforts to obtain an appropriate protective order or confidential treatment authorization that preserves the confidentiality of the information to the greatest extent practical and (c) shall limit the scope of such disclosure only to such portion of such Confidential Information that is legally required to be disclosed. 10.4.3 The Receiving Party may disclose a summary report describing the current status and next steps of the Target Program(s) in a general manner without any sensitive information (e.g. information relating to competitive, regulatory, commercial, clinical or scientific topics) and financial terms of this Agreement, which the Disclosing Party will not apply to any such informationdeliver within reasonable time upon a request of the Receiving Party, as follows: (a) that is, as of the time of its disclosure or thereafter becomes, part of the public domain through a source other than the receiving Party; [***] and/or (b) [***]who are [***]of (i) [***]or (ii) [***]of this Agreement; provided that was known in the case of each of (a) and (b), [***] has entered into a written confidentiality and non-use agreement no less restrictive than the terms set forth herein. Such disclosure shall in any event be strictly limited to the receiving Party as what is required by [***] for purposes of the time of its disclosure [***], or [***], and was not otherwise subject to confidentiality obligations; (c) that is independently developed any use by the receiving Party without reference [***] shall be limited to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to purpose. Notwithstanding the disclosing Party or (e) that is required to be disclosed pursuant to applicable lawabove, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordinglyif, in the event of a breach planned disclosure by Compugen, [***] is a Bayer Competitor, then a disclosure as set forth in this Section 10.4.3 shall be made to an independent attorney and/or accountant (and/or independent third party expert contracted by them) solely for the purpose of Section 15.1 hereof, allowing such attorney and/or accountant to advise the Receiving Party regarding [***]this Agreement [***] or of [***] without disclosing any Bayer Confidential Information to the Bayer Competitor. The Receiving Party making such disclosure shall remain liable towards the Disclosing Party for compliance of [***] with the terms of confidentiality and non-breaching use as set forth in this Agreement with respect to such Confidential Information. 10.4.4 Each Party (a) shall have the right to disclose this Agreement as required by any securities laws, regulations or stock exchanges, provided, however, that the Party which discloses this Agreement shall give reasonable advance notice, as legally permissible, to the other Party and, at the other Party’s request, shall involve the other Party in discussions with the relevant government agency with respect to the items that may be redacted from such disclosure (it being understood that the Parties have a common interest that Confidential Information that does not have to be disclosed, including any details relating to financial terms, will be redacted from the version of the Agreement provided for publications), and (b) may disclose the existence of the relationship created by this Agreement; provided that the other Party shall (in addition have the right to all review and approve any press release or other rights and remedies they may have pursuant public disclosure of such information, such approval not to this Agreement and at law or in equity) be unreasonably withheld. For clarity, each Party will be entitled to an injunction, without freely refer to any details disclosed in the necessity of posting any bond or surety, press releases to restrain disclosure or misuse, in whole be issued pursuant to Section 10.5 or in part, of any information in violation of Section 15.1 hereofother press release issued by a Party.

Exceptions. The Parties’ respective obligations under of confidentiality, non-disclosure, and non-use set forth in Section 15.1 will 4.1 shall not apply to any such information: the extent the receiving Party (the “Recipient”) can demonstrate that the disclosed information (a) that is, as of was in the public domain at the time of its disclosure to the Recipient by the other Party, or thereafter becomesentered the public domain, part in each case other than as a result of actions of the public domain through a source other than the receiving PartyRecipient or its Permitted Recipients; (b) that was rightfully known by the Recipient or its Permitted Recipients (as shown by its written records) prior to the receiving Party as date of disclosure to the time of its disclosure and was not otherwise subject to confidentiality obligationsRecipient by the other Party; (c) that is was received by the Recipient or its Permitted Recipients on an unrestricted basis from a Third Party rightfully in possession of such information and not under a duty of confidentiality to the other Party; or (d) was independently developed by or for the receiving Party Recipient or its Permitted Recipients without reference to or reliance on the Confidential Information of the other Party (as demonstrated by written records). Notwithstanding any other provision of this Agreement, Recipient’s disclosure of Confidential Information shall not be prohibited if such information; disclosure: (di) is in response to a valid order of a court or other governmental body of the U.S., provided that is subsequently learned from Recipient provides the other Party with prior written notice of such disclosure in order to permit the other Party to seek a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court protective order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure confidential treatment of such Confidential Information; or (ii) is otherwise required by applicable law or regulation or rules of a nationally recognized securities exchange. The Parties acknowledge and agree that Further notwithstanding any breach other provision of Section 15.1 hereof would cause not only financial damagethis Agreement, but irreparable harm either Party may disclose Confidential Information of the other Party to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in extent necessary to exercise the event of a breach of Section 15.1 hereof, rights granted to or retained by the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to Recipient under this Agreement and at law in filing or in equity) be entitled to an injunctionprosecuting Patent Rights, without the necessity of posting any bond prosecuting or surety, to restrain disclosure defending litigation or misuse, in whole otherwise establishing rights or in part, of any information in violation of Section 15.1 hereofenforcing obligations under this Agreement.

Exceptions. The Parties’ respective obligations Notwithstanding Section 13.1, Confidential Information shall not be deemed to include information (and such information shall not be considered Confidential Information under Section 15.1 will not apply this Agreement) to any the extent that it can be established by written documentation by the Receiving Party that such information: (ai) that iswas already in the public domain prior to time of disclosure by the Disclosing Party or becomes publicly known through no act, as omission or fault of the Receiving Party or any Person to whom the Receiving Party provided such information; (ii) is or was already lawfully, and not under an obligation of confidentiality owed to the Disclosing Party, in the possession of the Receiving Party prior to the time of its disclosure or thereafter becomes, part of by the public domain through a source other than the receiving Disclosing Party; (b) provided that was known the Receiving Party did not initially generate such information and assign its rights to such information to the receiving Disclosing Party as in accordance with the terms of the time of its disclosure and was not otherwise subject to confidentiality obligationsthis Agreement; (ciii) that is independently developed by disclosed to the receiving Receiving Party without reference on an unrestricted basis from a Third Party not under an obligation of confidentiality to the Disclosing Party with respect to such information; or (div) that is subsequently learned from a third party has been independently created by the Receiving Party, as evidenced by written or electronic documentation, without any aid, application or use of the Disclosing Party’s Confidential Information. Specific aspects or details of Confidential Information will not known be deemed to be under a confidentiality obligation to within the disclosing Party public knowledge or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at in the request prior possession of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality Person merely because such aspects or details of the preceding paragraphsConfidential Information are embraced by general disclosures in the public domain. Further, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective any combination of Confidential Information will not be considered in the public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under domain or in the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes possession of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure Receiving Party merely because individual elements of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, Information are in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law public domain or in equity) be entitled to an injunction, without the necessity possession of posting any bond or surety, to restrain disclosure or misuse, the Receiving Party unless the combination and its principles are in whole the public domain or in partthe possession of the Receiving Party. 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, of any information in violation of Section 15.1 hereofAS AMENDED.

Exceptions. The Parties’ respective obligations under Section 15.1 will Notwithstanding anything in this Agreement to the contrary, Confidential Information shall not apply to include any such information: information which: (a1) that is, as of at the time of its disclosure or thereafter becomes, part of to the Receiving Party is generally available to and known by the public domain through (other than as a result of any disclosure made directly or indirectly or other action or inaction by the Receiving Party or anyone to whom the Receiving Party or any of its Agents transmit or transmitted any Confidential Information); (2) becomes publicly available in the future (other than as a result of a disclosure made directly or indirectly or other action or inaction by the Receiving Party or anyone to whom the Receiving Party or any of its Agents transmit or have transmitted any Confidential Information); (3) was available to the Receiving Party or its Agents on a non-confidential basis from a source other than the receiving Party; (b) that was known to the receiving Disclosing Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees Subsidiaries or agents, affiliates or any trading on the basis of their respective Agents providing such information by anyone in receipt (provided that to the best of the Receiving Party's knowledge, after due inquiry, such source is not or was not bound to maintain the confidentiality of such information); or (4) may constitute has been independently acquired or developed by the Receiving Party without violating any of its obligations under this Agreement, provided such independent development can reasonably be proven by the Receiving Party upon written request. In the event that a criminal offense party or any of trading on such party's Agents become legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or tipping similar process) to disclose any of material inside information regarding publicly traded securitiesthe Confidential Information of the other party, that access to and use of any and all party or person under the legal compulsion (the "Compelled Party") from whom such information is being sought shall, unless prohibited by law, provide the party to whom such Confidential Information belongs with prompt prior written notice of such requirement so that it may seek a protective order or other appropriate remedy, or both, or waive compliance with the terms of this Agreement. In the event that such protective order or other remedy is not obtained, or the other party waives compliance with the provisions hereof, the Compelled Party agrees to furnish only such portion of the Confidential Information that the Compelled Party is advised by written opinion of its counsel is legally required to be furnished by it and shall exercise its reasonably best efforts to obtain reliable assurance that confidential treatment shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of accorded such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damageNotwithstanding the foregoing, but irreparable harm to the other Partyextent required under applicable state and federal securities laws, for which money damages will not provide either party may file this Agreement as an adequate remedyexhibit with federal and state securities filings, provided that each party shall use its best efforts to obtain confidential treatment of the portions of this Agreement that contain Confidential Information. Accordingly, in the event of a breach of Section 15.1 hereofIn this regard, the non-breaching Party party making such filing shall (in addition to all obtain the prior written consent of the other rights and remedies they may have pursuant to this Agreement and at law or in equity) party, which consent shall not be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofunreasonably withheld.

Exceptions. The Parties’ respective obligations under Notwithstanding the provisions of any other Section 15.1 will not apply of this Agreement, unless G-P fails to supply BMX (within the meaning of Section 8.1(i)) with any item listed below G-P shall at all times have the exclusive right and obligation to make, or have made by a Third Party, the following items: [***]. Notwithstanding any other provision of this Agreement, BMX shall at all times have the right to purchase such information: items from GP in reasonable commercial quantities to be used by BMX for the purposes of this Agreement. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. (ai) that isNotwithstanding any other provision of this Agreement, G-P shall have no obligation to make any disclosure to BMX concerning the manufacture of the above-listed items unless GP fails to supply BMX with such item, as of the time of its disclosure or thereafter becomes, part of the public domain through a source other than the receiving Party; (b) that was known to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely 8.1 (i). (ii) Notwithstanding any other provision of this Agreement, BMX shall at all times have the right to purchase any or all of the above-listed items from a Third Party or to manufacture such items itself; provided, however, that nothing contained herein shall require GP to make any disclosure of Confidential Information to BMX or to such Third Party in connection with BMX's purchase of such items from the Third Party. Notwithstanding any other provision of this Agreement, BMX shall at all times have the right to purchase, in reasonable commercial quantities to be used by BMX for the purposes of this Agreement, any or all of the performance of custodial services hereunderabove items directly from any entity which supplies such items to GP in the same form as purchased by GP; provided, however, that nothing contained herein shall require GP to make any unauthorized disclosure of Confidential Information to BMX, or misuse require GP to permit such disclosure to BMX by such Third Party, in connection with BMX's purchase of such information items from the Third Party. (including iii) Immediately following execution of this Agreement, GP shall use its best efforts to arrange for a Third Party supplier to [***] to be used by BNY Mellon or BMX in accordance with the rights granted by this Agreement. Upon completion of arrangements with a Third Party supplier, any requests by BMX for [***] to be used in accordance with the rights granted by this Agreement shall be made to GP and GP shall direct such requests to the Third Party supplier. BMX shall have the right to disclose any Confidential Information concerning such [***] only to the Third Party supplier and to decline to disclose such Confidential Information to GP. (iv) If GP makes improvements to any of its employees the above-listed items, it shall make such improvements reasonably available to BMX pursuant to this Agreement. (v) GP shall at all times after July 1, 2002 have the right on written notice to BMX to require BMX to assume responsibility for manufacturing any or agentsall of the items listed above. Promptly after GP delivers any such notice, or the Parties shall meet to agree, reasonably and in good faith, upon a plan for transition ***Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. of manufacuring from GP to BMX. As part of any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securitiestransition, that access to and use of GP shall make any and all disclosures necessary to permit BMX to make or have made such information items. (vi) BMX shall be restricted as described not have any right to analyze, dissect, or disassemble any such item which is not properly available from sources other than GP in Section 15.1 hereof, and that BNY Mellon shall apprise all order to circumvent the need to acquire such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law item from GP or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofGP's supplier.

Exceptions. The Parties’ respective obligations under Section 15.1 will not apply to any such information: (a) that isIf the Receiving Party is required by Law, as legal process, any Governmental Authority or the rules of a securities exchange to disclose any Confidential Information, the time Receiving Party shall: (i) provide prompt written notice to the Disclosing Party so the Disclosing Party may seek a protective order, narrow the scope of its disclosure or thereafter becomespursue another appropriate remedy or waive its rights under this Article 8; (ii) reasonably cooperate as reasonably requested by the Disclosing Party to seek a protective order, part narrow the scope of disclosure or pursue another appropriate remedy; and (iii) disclose only the public domain through portion of Confidential Information it is legally required to furnish. If a source protective order or other than remedy is not obtained, or the receiving Disclosing Party waives compliance under this Article 8, the Receiving Party shall, at the Disclosing Party; ’s expense, use reasonable efforts to obtain assurance that the Confidential Information will be afforded confidential treatment. (b) that was known to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of Nothing contained in this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon shall restrict either Party or any of its employees or agentsAffiliates with respect to any disclosure of, or with respect to, this Agreement (i) in compliance with any trading securities laws (including the Securities Act and the Exchange Act), the rules and regulations of the Securities and Exchange Commission, the rules of any securities exchange on the basis which any securities of such information Party or any of its Affiliates are listed, or the Law of any state or other jurisdiction applicable to such Party or any of its Affiliates, provided that Receiving Party has complied with the terms of Section 8.2(a) to the extent permitted by anyone in receipt Law or (ii) pursuant to the terms of a commercially reasonable, written non-disclosure agreement, to any Sublicensee, source of debt or equity financing, acquiror, or joint venturer of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordinglyin each case, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law whether actual or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofprospective.

Exceptions. The Each Party may disclose Confidential Information belonging to the other Party to the extent such disclosure is necessary in the following instances: 15.3.1. filing or prosecuting patents as permitted by this Agreement in order to obtain Patent Rights that a Party is expressly permitted to obtain under this Agreement; 15.3.2. regulatory filings for Licensed Products as permitted by this Agreement; 15.3.3. prosecuting or defending litigation as permitted by this Agreement; 15.3.4. complying with applicable court orders (or complying with oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) or governmental regulations or law, including the rules or guidance of the U.S. Securities and Exchange Commission and/or any stock exchange and including rules or guidance of the Internal Revenue Service and/or any taxing authority; 15.3.5. disclosure to Third Parties in connection with due diligence or similar investigations by such Third Parties’ respective obligations under Section 15.1 will not apply , and disclosure to potential Third Party investors in confidential financing documents, provided, in each case, that any such information: (a) that isThird Party agrees to be bound by reasonable obligations of confidentiality and non-use; and 15.3.6. Zosano may provide to ALZA Corporation a copy of this Agreement, as redacted by Lilly to exclude any information not necessary for assessing Zosano’s compliance with the ALZA Agreement; provided, however, that, if a Party is required to make a disclosure of the time of its disclosure or thereafter becomesother Party’s Confidential Information pursuant to this Section 15.3 it shall, part of the public domain through a source other than the receiving Party; (b) that was known except where impracticable, give reasonable advance notice to the receiving other Party as of such disclosure request or requirement so that the time other Party may seek an appropriate protective order or other appropriate remedy or waive compliance with the provisions of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving this Agreement. The Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant make the disclosure shall reasonably cooperate with the other Party (at such other Party’s sole cost and expense) to applicable law, rule, regulation, requirement of any law enforcement agency, court obtain such a protective order or other legal process remedy. If such order or other remedy is not obtained, or the other Party waives compliance with the provisions of this Agreement, then such Party shall only disclose that portion of the Confidential Information which it is advised by counsel that it is legally required to so disclose and shall use reasonable efforts to obtain reliable assurance (at the request of a regulatory authority. The Parties acknowledge other Party’s sole cost and expense) that confidential treatment will be accorded the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable lawConfidential Information so disclosed. Without limiting the generality of the preceding paragraphsforegoing, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading Parties shall consult with each other on the basis provisions of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement to be redacted in any filings made by either Party with the U.S. Securities and at law Exchange Commission or in equity) be entitled to an injunction, without the necessity of posting any bond foreign counterpart or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofas otherwise required by law.

Exceptions. The Parties’ respective obligations under Section 15.1 will (a) This Clause 29 shall not apply to the extent that the Recovering Finance Party (including, for these purposes pursuant to paragraph (c) below, the Hedging Counterparty) would not, after making any such information: (a) that ispayment pursuant to this Clause, as of have a valid and enforceable claim against the time of its disclosure or thereafter becomes, part of the public domain through a source other than the receiving Party; relevant Obligor. (b) that was known A Recovering Finance Party (including, for these purposes pursuant to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; paragraph (c) below, the Hedging Counterparty) is not obliged to share with any other Finance Party any amount which the Recovering Finance Party (including, for these purposes pursuant to paragraph (c) below, the Hedging Counterparty) has received or recovered as a result of taking legal or arbitration proceedings, if: (i) it notified that other Finance Party, of the legal or arbitration proceedings; and (ii) that other Finance Party, had an opportunity to participate in those legal or arbitration proceedings but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings. (c) This Clause 29 shall apply with the following modifications after the Security Documents have become enforceable and the Facility Agent has notified the other Finance Parties that this Clause 29.5(c) is independently developed operative: (i) paragraphs (b) and (c) of Clause 29.1 (Payments to Finance Parties) and Clauses 29.2 (Redistribution of Payments), 29.3 (Recovering Finance Party's Rights) and 29.4 (Reversal of Redistribution) shall not apply, and references to a "Recovering Finance Party" in Clause 29.1 and in this paragraph (c) shall be deemed to include the Hedging Counterparty; (ii) the Recovering Finance Party shall, at the same time as notifying the Facility Agent in accordance with Clause 29.1(a) (Payments to Finance Parties), pay an amount equal to such receipt or recovery to the Facility Agent (or directly to the Security Agent in the case of the Hedging Counterparty), which shall pay an amount equal to such amount to the Security Agent; (iii) the Security Agent shall treat the amount paid to it under paragraph (ii) above as moneys which are by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed applied by it in accordance with Clause 27.5 (Application of Proceeds) on account of, or in connection with, the obligations of the relevant Obligor under the Finance Documents and shall deal with the same accordingly; (iv) on a distribution by the Funds pursuant to applicable law. Without limiting the generality Security Agent under Clause 27.5 (Application of Proceeds) of the preceding paragraphsamount paid to it by the Facility Agent or the Hedging Counterparty under paragraph (ii) above, BNY Mellon acknowledges the Recovering Finance Party will be subrogated to the rights of the other Finance Parties which have shared in the redistribution; (v) if and agrees to the extent that Customers are prohibited the Recovering Finance Party is not able to rely on its rights under paragraph (iv) above, the relevant Obligor shall be liable to the Recovering Finance Party for a debt equal to the amount of such receipt or recovery which is immediately due and payable; and (vi) if any part of the receipt or recovery becomes repayable and is repaid by law from making selective public disclosure that Recovering Finance Party, then: (A) each other Finance Party shall, upon request of information regarding portfolio holdingsthe Security Agent (through the Facility Agent in the case of the Lenders and the Arranger), pay to the Security Agent for transmission to that disclosure Recovering Finance Party in accordance with paragraphs (B) and (C) below such amount as the Security Agent shall determine and certify to be necessary to ensure that each Secured Finance Party (including that Recovering Finance Party) bears an appropriate proportion of the repayment made by that Recovering Finance Party (such determination to be made in a manner which is consistent with the order of distribution set out in Clause 27.5 (Application of Proceeds) and the indemnities contained in this Agreement); (B) the Security Agent shall, upon receipt of each amount paid to it under paragraph (A) above, pay an amount equal to such amount to the Facility Agent or the Hedging Counterparty, as the case may be; (C) if paid to the Facility Agent under paragraph (B), the Facility Agent shall, upon receipt of each amount paid to it under paragraph (B) above, pay an amount equal to such amount to that Recovering Finance Party; and (D) that Recovering Finance Party's (including, for the avoidance of doubt, the Hedging Counterparty if the relevant Recovering Finance Party) rights of subrogation in respect of any payment made under paragraph (A) above shall be cancelled and all the relevant Obligor will be liable to the Finance Party making such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely payment for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofamount so paid.

Exceptions. The Parties’ respective Sometimes certain information accessed by or provided to you will not be considered Confidential Information under these terms even if it is marked or designated as “confidential.” Confidential Information does NOT include information that: was publicly available at the time it is disclosed to or accessed by you; becomes publicly available after it is accessed by or disclosed to you (as long as it did not become publicly available because you did not abide by your obligations under Section 15.1 will not apply these confidentiality terms); was already known to any such information: (a) that is, as of you and/or in your possession at the time of its disclosure it was accessed by or thereafter becomes, part of disclosed to you; is disclosed by the public domain through a source Course Sponsor to someone else without the Course Sponsor asking them to keep it confidential; or is obtained by you from someone other than the receiving Party; (b) that Course Sponsor without you being asked to keep it confidential, and the person/entity from whom you obtained the information was known not under an obligation to keep it confidential. What can I do with Confidential Information and to whom may I show it? You may use the Confidential Information only in connection with the Course Project. You agree to take reasonable steps to prevent others from having access to the receiving Party as Confidential Information. Provided you are taking those steps to protect the information, you will not be liable for the inadvertent or accidental disclosure of the time of its disclosure and was Confidential Information. Except as provided in the following paragraph, you may not otherwise subject disclose Confidential Information to confidentiality obligations; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation anyone except to the disclosing Party Course instructors/teaching assistants or (e) other Carnegie Mellon personnel with a need to know for purposes of the Educational Project Agreement, other Students participating in the Project who have also signed non-disclosure agreements with the Course Sponsor, and/or the Course Sponsor. In the event that any Confidential Information is required to be disclosed pursuant to applicable law, rule, regulation, requirement of by any law enforcement agency, court order governmental agency or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are otherwise required to be disclosed by law (i.e., you receive a subpoena asking that you disclose certain of the Confidential Information), you can disclose it without violating your confidentiality obligations under these terms. However, before disclosing it you must give the Course Sponsor reasonable prior written notice that you are being required to disclose the information, unless such notice is prohibited by the terms of the relevant legal order or requirement. This notice should be addressed to the Course Sponsor using the address listed on the signature page of the Educational Project Agreement. How long do I need to keep the information confidential? You must keep the Confidential Information confidential under these terms for a period of two (2) years from the date the information is disclosed to you. However, you can disclose it sooner if either (a) the Course Sponsor provides written approval for you to disclose it, or (b) it no longer falls under the definition of Confidential Information (for example, if the information becomes publicly available and therefore falls under one of the exceptions in Section 3 above), except if the reason it no longer falls under the definition is because you did not abide by your obligations under these terms (for example, you would not be able to post the Confidential Information on your web site in violation of these terms and then argue it is now publicly known and not subject to confidentiality obligations). Who owns the Confidential Information? All Confidential Information disclosed by the Funds pursuant to applicable law. Without limiting Course Sponsor remains the generality property of the preceding paragraphsCourse Sponsor. At the end of the Course Project, BNY Mellon acknowledges you must destroy your copies of the Confidential Information unless the Course Sponsor instead requests that you give them back to the Course Sponsor. You must also erase any electronic copies of the Confidential Information you may have. You understand and agrees agree that Customers just because the Course Sponsor is allowing you to use its Confidential Information in conjunction with the Course Project, it does not mean that you are prohibited granted any ongoing intellectual property rights or licenses in the Confidential Information. What can happen if the Confidential Information is improperly disclosed? If you disclose the Confidential Information in violation of these terms, it could result in irreparable injury to the Course Sponsor, and a monetary award may not be enough to fully compensate the Course Sponsor for its losses. Therefore, you agree that in the event that you do not abide by law your obligations under these terms (or the Course Sponsor has reason to believe that you are going to breach your obligations), the Course Sponsor can go to court and seek an injunction prohibiting you from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all continuing breaches or ask for other equitable relief from the court. Seeking an injunction is in addition to any other legal relief available to the Course Sponsor (such information as taking action against you for failing to BNY Mellon hereunder is made strictly abide by these terms). Can I transfer my rights under these confidentiality terms to someone else? You may not assign or transfer any rights given to you under the conditions Participation Agreement (including these terms) to anyone without first getting written permission from the Course Sponsor. For example, if you sign the Participation Agreement, receive Confidential Information from the Course Sponsor, and then you drop the Course, you may not pass your Confidential Information and a copy of these terms to a student who enrolls in the Course in your place. Can the Course Sponsor later give me additional restrictions on my use of their information after I’ve already taken receipt of it? The provisions of these confidentiality set forth terms can only be changed if you, Carnegie Mellon and the Course Sponsor agree in Section 15.1 hereof writing. These confidentiality terms are the entire agreement between you and solely for the purposes Course Sponsor regarding its Confidential Information and it supersedes any prior agreements, understanding or discussions with respect to the Confidential Information. Will these confidentiality obligations affect my ability to use the work product I develop under the Course Project? Consistent with the terms of the performance of custodial services hereunderEducational Project Agreement, that any unauthorized disclosure or misuse of such information you will keep ownership to your work product developed under the Course Project (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access although you are providing certain license rights to and use of any and all such information shall be restricted your work as described in Section 15.1 hereofthe Educational Project Agreement). Therefore, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law you are free to prevent unauthorized disclosure of such use or disclose your work product however you wish PROVIDED THAT you do not disclose or release any Confidential Information. The Parties acknowledge and agree that For example, if any breach of Section 15.1 hereof would cause not only financial damageyour work includes any of the Course Sponsor’s Confidential Information, but irreparable harm you will need to either remove the other Party, for which money damages will not provide an adequate remedy. Accordingly, in Confidential Information or get written permission from the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofCourse Sponsor before you disseminate it.

Exceptions. The Parties’ respective obligations under Section 15.1 will not apply to any such information: (a) that is, as The provisions of Clause 16.1 above shall not apply to: (i) disclosure with the Consent of the time Parties (as applicable) (it is hereby clarified that disclosure to Investor’s Affiliates, whether being one of its the Investors or not, shall be permitted at all times; provided that such Investor’s Affiliate is bound by confidentiality obligations no less onerous than those imposed by this Clause 16); (ii) disclosure of information that is or thereafter becomes, part of comes into the public domain or becomes generally available to the public otherwise than through the act or omission of or as a source other result of disclosure by or at the direction of the Investor; (iii) disclosure by a Party to its Representatives and/or Affiliates on a need-to-know basis for the purpose of evaluating, implementing, reviewing or analysing this Agreement or the Ancillary Agreements or the transactions contemplated hereby or thereby, provided, however, that such Representatives and/or Affiliates are bound by confidentiality obligations no less onerous than those imposed by this Clause 16; (iv) disclosures necessary under the circumstances, to the extent required by Law, any court of competent jurisdiction or any competent judicial, governmental, supervisory or regulatory body or under judicial process, provided the relevant Party is informed of such disclosure, simultaneously or prior to such disclosure and the receiving PartyParty shall provide all reasonable support to the relevant Party to obtain a protective order and if no such order can be obtained or such requirement is waived in writing, then, shall disclose only such portion of the information as is reasonably required to be disclosed; (v) information disclosed by the Company in the Ordinary Course of Business; or (vi) disclosures (i) for the purpose of performing obligations or exercising rights (including remedies) under this Agreement or the Ancillary Agreements; (ii) to investment bankers and in road shows and offering documents in connection with a Strategic Sale, strictly on a need-to-know basis; or (iii) to a proposed transferee/purchaser of Investor Securities and their professional advisors in connection with permitted Transfer of Equity Securities, subject to securing customary confidentiality obligations from such Persons. (b) that was known The Company authorises the Investor to consult fully regarding the Company and the Group and to disclose Confidential Information (or permit the disclosure of Confidential Information): (i) to the receiving Party Investor’s lenders, bankers and auditors, general partners and limited partners; (ii) to any other investors or proposed investors in the Company, subject to such other investors or proposed investors being bound by similar confidentiality obligations as applicable to the Investor hereunder; (iii) to any proposed syndicatee or transferee or proposed transferee of the time Investor Securities in the Company; (iv) to any Investor’s Affiliates; (v) to the professional advisers of its disclosure and was not otherwise each of the Persons listed in (i) to (iii) above; (vi) as required by Law, subject to confidentiality obligationsthe condition stipulated in the foregoing provision; and (vii) as required by any stock exchange or any regulatory authority to which the relevant Investor is subject. (c) that is independently developed by Any Investor Director may, subject to his or her fiduciary obligations under applicable Law: (i) report to the receiving Party without reference Investor Group on the affairs of the Company and the Group; and (ii) disclose Confidential Information as shall reasonably be required to such information; the Investor or the Group. (d) that is subsequently learned from a third party not known to be under a confidentiality obligation Notwithstanding anything to the disclosing Party or (e) that contrary, the Investor undertakes to subject any Person to whom it discloses any Confidential Information, as it is required permitted to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and do so in terms of this Agreement are required Clause16, to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions same standards of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted obligations as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to Investor under this Agreement and at law or in equity) be entitled shall also cause such Person to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofcomply with these obligations.

Exceptions. The Parties’ respective Pulmokine’s obligations of confidentiality and non-use under Section 15.1 will 8.1 shall not apply to, and Pulmokine shall have no further obligations with respect to, any of the Licensee Confidential Information, to any the extent Pulmokine can establish by competent proof that such information: Licensee Confidential Information: (a) that is, as of the time of its disclosure is or thereafter becomes, becomes part of the public domain through a source other than the receiving Party; without breach by Pulmokine of this Agreement; (b) that was known to the receiving Party as of the time of its in Pulmokine’s possession before disclosure by Licensee and was not otherwise subject to confidentiality obligations; acquired directly or indirectly from Licensee, as documented by Pulmokine’s written records; (c) that is independently developed by the receiving obtained from a Third Party without reference with no obligation of confidentiality to such information; Licensee, who has a right to disclose it to Pulmokine; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation developed independently by Pulmokine without use of or reference to the disclosing Party or Licensee Confidential Information, as evidenced by Pulmokine’s written records; or (e) that is required to be disclosed pursuant revealed in response to a court decision or administrative order, or to comply with applicable law, rule, regulation, requirement Laws or applicable rules of any law enforcement agencyRegulatory Authority; provided that, court order in each such case, Pulmokine shall inform Licensee immediately by written notice and cooperate with Licensee using Commercially Reasonable Efforts either to enable Licensee to seek protective measures for such Licensee Confidential Information, or other legal process or at to seek confidential treatment of such Licensee Confidential Information, and in such case Pulmokine shall disclose only such portion of the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are Licensee Confidential Information which is so required to be publicly disclosed by disclosed. Any combination of features or disclosures shall not be deemed to fall within the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers foregoing exclusions merely because individual features are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure published or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm available to the other Party, for which money damages will not provide an adequate remedy. Accordingly, general public or in the event rightful possession of a breach Pulmokine unless the combination itself and principle of Section 15.1 hereof, operation are published or available to the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law general public or in equity) be entitled to an injunction, without the necessity right possession of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofPulmokine.

Exceptions. The Parties’ respective obligations under of this Section 15.1 will 9 shall not apply to any such information: Confidential Information that: (a) is submitted to Governmental Authorities by the Receiving Party to facilitate the issuance of any Regulatory Approval for the Licensed Product, or to obtain, maintain, enforce or defend Patents (in each case only to the extent permitted by this Agreement; provided that is(A) such disclosure may be only to the extent reasonably necessary to obtain Regulatory Approvals or Patents, as applicable, and (B) the Receiving Party shall take reasonable measures to assure confidential treatment of such information to the time of its disclosure or thereafter becomes, part of the public domain through a source other than the receiving Party; extent applicable; (b) that was known is provided by the Receiving Party to Third Parties (including, in the case of Licensee, to its Affiliates, Sublicensees or Distributors) under written confidentiality agreements having provisions at least as stringent as those in this Agreement, for consulting, development, external testing, marketing trials and other similar activities to the receiving extent that such Receiving Party as of the time of its disclosure and was not otherwise subject is permitted to confidentiality obligationsconduct such activities pursuant to this Agreement; or (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is otherwise required to be disclosed by the Receiving Party in compliance with Laws (including, without limitation and for the avoidance of doubt, the requirements of the U.S. Securities and Exchange Commission, the American Stock Exchange, the Korean Stock Exchange, and any other stock exchange on which securities issued by a Party are traded) or order by a court or other Governmental Authority having competent jurisdiction; provided, however, that the Receiving Party shall first give written notice to the Disclosing Party in order to allow the Disclosing Party the opportunity to seek confidential treatment of the Confidential Information. Confidential Information that is disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, Law or an order by a court order or other legal process or at Governmental Authority shall remain otherwise subject to the request of a regulatory authority. The Parties acknowledge that the existence confidentiality and terms non-use provisions of this Agreement are required to be publicly disclosed by Section 9, and the Funds Party disclosing Confidential Information pursuant to applicable law. Without limiting a Law or order by a court or other Governmental Authority shall take all reasonable steps necessary, including without limitation obtaining an order of confidentiality, to ensure the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure continued confidential treatment of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereof.

Exceptions. The Parties’ respective Receiving Party’s obligations under Section 15.1 will not apply 8.1 with respect to any Confidential Information will terminate to the extent that the Receiving Party can demonstrate that such information: (a) that is, as of was already known to the Receiving Party at the time of its disclosure or thereafter becomes, part of by the public domain through a source other than Disclosing Party as evidenced by the receiving Receiving Party’s contemporaneous written records; (b) that was known is disclosed to the receiving Receiving Party as by a third party who had the right to make such disclosure without breach of the time of its disclosure and was not otherwise subject to any confidentiality obligationsrestrictions; (c) that is, or through no fault of the Receiving Party has become, generally available to the public; or (d) is independently developed by the receiving Receiving Party without reference access to, or use of, the Confidential Information as evidenced by the Receiving Party’s contemporaneous written records. In addition, (i) the Receiving Party will be allowed to disclose: (x) the Confidential Information of the Disclosing Party to the extent that such disclosure is previously and expressly approved in writing by the Disclosing Party on a case-by-case basis or required by applicable law or by the order of a court or similar judicial or administrative body, provided that the Receiving Party notifies the Disclosing Party of such required disclosure promptly and in writing prior to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to disclosure and cooperates with the disclosing Party or (e) that is required to be disclosed pursuant to applicable lawDisclosing Party, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the Disclosing Party’s reasonable request and expense, in any lawful action to contest or limit the scope of a regulatory authority. The Parties acknowledge that such required disclosure and (y) the existence and key terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse as part of such information Receiving Party’s normal reporting, rating, or review procedure (including by BNY Mellon normal credit rating and pricing process), or, in connection with such Receiving Party’s or any of its employees or agentsAffiliates’ normal fund raising activities or, or any trading on to the basis of extent applicable, the Receiving Party’s discussions with third parties regarding possible strategic alternatives (provided that, in each case, the persons receiving such information by anyone Confidential Information agree in receipt writing to maintain the confidentiality of such information) may constitute a criminal offense of trading on ), but and in no event will any such third party be provided any Licensed Know-How, Improvements or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereofDocumentation, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder (ii) Licensor may disclose Confidential Information, including this Agreement, to its parent company, Caladrius, and under applicable law to prevent unauthorized disclosure of Caladrius may disclose such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm Information to the extent required under law (as determined by Caladrius in its sole discretion) in connection with reports, registration statements, prospectuses, proxy statements and other Party, for which money damages will not provide an adequate remedy. Accordingly, in documents it files with the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights Securities and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofExchange Commission.

Exceptions. The Parties’ respective restrictions and obligations under set forth in Section 15.1 12.1, 12.3 and 12.7 will not apply to any such information: (a) that is, as of Confidential Information: 12.2.1. which is or becomes generally available to the time of its disclosure or thereafter becomes, public through no fault on the part of the public domain through Receiving Party; 12.2.2. which is lawfully in the possession of the Receiving Party (other than pursuant to the terms of this Agreement, the Option Agreement, each License Agreement, any Ancillary Agreement or any other related agreement), without restriction as to its disclosure, prior to the disclosure of such information by or on behalf of the Disclosing Party or the Company, as reasonably evidenced by appropriate documentation; 12.2.3. which lawfully becomes available to the Receiving Party from a source other than the receiving Party; (b) that was known to Disclosing Party and the receiving Party Company without any duty as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that or non-use; 12.2.4. which is independently developed or otherwise created by the receiving Receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation other than pursuant to the disclosing Party terms of this Agreement, the Option Agreement, each License Agreement, any Ancillary Agreement or (eany other related agreement) that without the use of any Confidential Information of the Disclosing Party, as reasonably evidenced by appropriate documentation; or 12.2.5. 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 applicable lawApplicable Laws, rulejudgment, regulationdecree or order; (ii) as necessary to make regulatory filings and communications related to the ▇▇▇▇▇▇▇▇▇ Compounds 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 12.2.5 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 Party seeking to disclose or provide such information will give the other Parties prompt written notice of such requirement of any law enforcement agency, court order or and fully cooperate with the other legal process or at the request of a regulatory authority. The Parties acknowledge so that the existence other Parties and/or the Company (as the case may be) may obtain reasonable assurances [**] Certain information in this document has been omitted and terms of this Agreement are required filed separately with the Securities and Exchange Commission. that confidential treatment will be accorded to be publicly disclosed by the Funds pursuant to applicable law. Without such information; and (z) without limiting the generality of the preceding paragraphsforegoing, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdingsthe Parties will use commercially reasonable efforts to ensure that, that disclosure of any and all such information subject to BNY Mellon hereunder is made strictly under Applicable Laws, the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes list of the performance Products is redacted from any copy of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereofthis Agreement, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Option Agreement, each License Agreement and at law any Ancillary Agreement required to be filed with any government or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofregulatory body.

Exceptions. The Parties’ respective use and non-disclosure obligations under set forth in this Section 15.1 will 8 shall not apply to any such information: Confidential Information, or portion thereof, that the Receiving Party can demonstrate by appropriate documentation: (ai) that is, as of at the time of its disclosure or thereafter becomesis in the public domain; (ii) after disclosure, becomes part of the public domain domain, by publication or otherwise, through a source other than no fault of the receiving Receiving Party; ; (biii) that was known to the receiving Party as of at the time of its disclosure is already in the Receiving Party’s possession, and such prior possession can be properly demonstrated by the Receiving Party, with the exception of Confidential Information exchanged between parties prior to the execution of this Agreement; or (iv) is made available to the Receiving Party by an independent Third Party; provided, however, to the Receiving Party’s knowledge, such information was not otherwise subject to confidentiality obligations; (c) that is independently developed obtained by said Third Party, directly or indirectly, from the receiving Disclosing Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to hereunder. In addition, the disclosing Receiving Party or (e) may disclose information that is required to be disclosed pursuant to applicable by law, rule, regulation, requirement by a valid order of any law enforcement agency, a court or by order or other legal process or at the request regulation of a regulatory authority. The Parties acknowledge governmental agency including but not limited to, regulations of the United States Securities and Exchange Commission (the “SEC”), or in the course of litigation; provided, however, in all cases the Receiving Party shall give the other party prompt notice of the pending disclosure and make a reasonable effort to obtain, or to assist the Disclosing Party in obtaining, a protective order preventing or limiting the disclosure and/or requiring that the existence and terms of this Agreement are required to Confidential Information so disclosed be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely used only for the purposes of for which the performance of custodial services hereunder, that any unauthorized disclosure law or misuse of such information (including by BNY Mellon or any of its employees or agentsregulation required, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedythe order was issued. AccordinglySpectrum may further disclose CyDex’s Confidential Information to extent that such disclosure is necessary to develop, in file for Regulatory Approval, or commercialize the event of a breach of Section 15.1 hereofLicensed Product, or to seek, prosecute and maintain intellectual property protection for the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofLicensed Product.

Exceptions. The Parties’ respective obligations under Section 15.1 will Clause 19.1 (Non-disclosure of Confidential Information) shall not apply if and to any the extent that: such information: (a) that is, as of the time of its disclosure or thereafter becomes, part of Confidential Information is in the public domain through a source (other than the receiving Party; (b) that was known to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event reason of a breach of Section 15.1 hereofany obligation of confidentiality applicable to the Receiving Group); such Confidential Information was known by the Receiving Group (without any obligation of confidentiality in respect of it) prior to the first disclosure of such information to the Receiving Group by (or on behalf of) the Disclosing Group; such Confidential Information is disclosed to the Receiving Group on a non-confidential basis by person(s) other than by the Disclosing Group (or person(s) acting on its behalf) in circumstances where the Receiving Group reasonably believed that such disclosure was lawfully made without breach of any obligation of confidentiality by such person(s); the Disclosing Party has consented in writing to such disclosure or use of such Confidential Information or has otherwise confirmed in writing that such Confidential Information is not confidential; disclosure is made by outside consultants or advisors engaged by or on behalf of the disclosing Party and acting in that capacity in connection with the Project (including insurance, tax and legal advisors); disclosure is made to the Lender and to any Affiliate, advisor, agent, trustee or representative of the Lender; such disclosure or use is required by Law, the non-breaching Government pursuant to the Implementation Agreement, the rules of any investment exchange to which the Receiving Group may be subject or by any competent Authority having jurisdiction over the Receiving Group. If disclosure or use is to be made pursuant to Clause 19.2(a), then if permitted by Law, the Receiving Party shall (consult with the Disclosing Party reasonably in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity advance of posting any bond or surety, to restrain such disclosure or misuseuse so as to permit the Disclosing Party reasonable opportunity to review and comment on such disclosure or intended use and if so desired by the Disclosing Party, in whole for the Disclosing Party to take any reasonable action to prevent or in part, of any information in violation of Section 15.1 hereofrestrict such disclosure or use.

Exceptions. The Parties’ respective obligations under Section 15.1 will not apply In no event shall information held or obtained by a Receiving Party be deemed to any such be Confidential Information if that information: (ai) that is, as of was already lawfully known to the Receiving Party at the time of its disclosure or thereafter becomes, part of to the public domain through a source other than the receiving Receiving Party; (bii) that was known is disclosed to the receiving Receiving Party as by a third party who had the right to make such disclosure without any confidentiality restrictions; (iii) is, or through no fault of the time of its disclosure and was not otherwise subject Receiving Party has become, generally available to confidentiality obligationsthe public; (civ) that is independently developed by the receiving Receiving Party without reference to such informationaccess to, or use of, a Disclosing Party’s Confidential Information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (ev) that is designated in writing as non-Confidential by a party entitled to disclose Confidential Information. In addition, a Receiving Party may, divulge to another person or entity Confidential Information when doing so: (vi) is necessary for the Receiving Party to enforce its rights under this Agreement in connection with a legal proceeding but only for the purposes of such legal proceeding; or (vii) is required to comply with applicable laws, governmental or regulatory regulations, or subpoenas or court orders from a court of competent jurisdiction, or to prosecute or defend itself in any litigation or legal dispute arising out of or related to this Agreement, but only if it first provides reasonable prior written notice to permit the Disclosing Party to have an opportunity to seek a protective order, and if the disclosure is to be disclosed pursuant in any litigation or other dispute arising out of or related to this Agreement or the performance of either Party, then the Receiving Party agrees to reasonably cooperate in the entry of a protective order that is to provide for the maximum protection provided such Confidential Information is allowed by applicable law, rule, regulation, requirement law and legal procedure. The Receiving Party will disclose only that information as is required by legal proceeding (in the case of any law enforcement agencySection 3.2(b)(vi)) or subpoena, court order or other legal process or at government entity (in the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach case of Section 15.1 hereof would cause not only financial damage, but irreparable harm 3.2(b)(vii)) and shall use commercially reasonably efforts to the other Party, maintain confidential treatment for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofConfidential Information so disclosed.

Exceptions. The Parties’ respective Notwithstanding Section 6.04(a), at any time prior to obtaining Company Stockholder Approval, so long as none of the Company, its Subsidiaries or their Representatives have breached or taken any action inconsistent with the Company’s obligations under Section 15.1 will not apply to any such information: 6.04(a): (ai) that is, as of the time of its disclosure or thereafter becomes, part of the public domain through a source other than the receiving Party; (b) that was known subject to the receiving required fiduciary determinations provided below, the Company, directly or indirectly through advisors, agents or other intermediaries, may (A) engage in negotiations or discussions with any Third Party as and its Representatives or financing sources that has made after the date of this agreement a bona fide written unsolicited Acquisition Proposal that the time Board of Directors determines in good faith after consultation with outside legal counsel and its disclosure financial advisor would reasonably be expected to constitute or result in a Superior Proposal and was not otherwise subject to confidentiality obligations; (cB) that is independently developed by the receiving Party without reference furnish to such information; Third Party making such Acquisition Proposal referred to in the foregoing clause (dA) that is subsequently learned from a third party not known to be under a confidentiality obligation or its Representatives or its financing sources non-public information relating to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon Company or any of its employees or agents, or any trading on Subsidiaries pursuant to a confidentiality agreement (a copy of which shall be provided for informational purposes only to Parent) with such Third Party with terms no less favorable to the basis of such information by anyone Company than those contained in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, the Confidentiality Agreement (prior to giving effect to Section 7.01); provided that access to and use of any and all such information shall be restricted (to the extent that such information has not been previously provided or made available to Parent) is provided or made available to Parent, as described in Section 15.1 hereofthe case may be, prior to or substantially concurrently with the time it is provided or made available to such Third Party) and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree (C) take any nonappealable, final action that any breach court of Section 15.1 hereof would cause not only financial damage, but irreparable harm competent jurisdiction orders the Company to take; (ii) subject to the required fiduciary determinations and compliance with the Notice Period and other Partyrelated provisions provided below, for which money damages will the Board of Directors may make an Adverse Recommendation Change (A) in connection with a bona fide written unsolicited Acquisition Proposal (that did not provide an adequate remedy. Accordingly, in the event arise out of a breach of this Section 15.1 hereof6.04) that the Board of Directors concludes in good faith constitutes a Superior Proposal or (B) in connection with an Intervening Event; and (iii) subject to the required fiduciary determinations and compliance with the Notice Period and other related provisions provided below, the non-breaching Party shall Company may terminate this Agreement to enter into a definitive agreement with respect to a bona fide written unsolicited Acquisition Proposal (that did not arise out of a breach of this Section 6.04) that the Board of Directors concludes in addition good faith constitutes a Superior Proposal (a “Superior Proposal Termination”); provided that concurrently with such Superior Proposal Termination the Company pays the Company Termination Fee payable pursuant to all other rights Section 11.04 and remedies they may have enters into such definitive agreement and, provided further that any purported termination pursuant to this clause (iii) shall be void and of no force or effect, unless concurrently with such termination the Company pays the Company Termination Fee payable pursuant to Section 11.04 and otherwise complies with the provisions of this Section 6.04; in each case referred to in the foregoing clauses (i), (ii) and (iii) ONLY IF the Board of Directors of the Company determines in good faith, after consultation with outside legal counsel and its financial advisor, that the failure to take such action would be inconsistent with its fiduciary duties under the laws of the State of Delaware, and, further, in the case of clauses (ii) and (iii), ONLY IF, prior to effecting any Adverse Recommendation Change or Superior Proposal Termination (1) the Company notifies Parent in writing, at least five Business Days prior to effecting such Adverse Recommendation Change or Superior Proposal Termination (the “Notice Period”), of its intention to effect such Adverse Recommendation Change or Superior Proposal Termination (which notice shall, if in connection with (ii)(A) or (iii), include the terms and conditions of such Superior Proposal, the identity of the Third Party, and a copy of the most recent draft of any written agreement relating thereto (it being understood and agreed that any material amendment to the terms of such Superior Proposal shall require a new Notice Period of at least two Business Days), or, if in connection with an Intervening Event, shall include reasonable detail regarding the Intervening Event), (2) during the applicable Notice Period the Company negotiates with Parent in good faith (to the extent Parent wishes to negotiate) to make such adjustments to the terms and conditions of this Agreement such that the Superior Proposal ceases to be a Superior Proposal or the Adverse Recommendation Change in response to the Intervening Event is no longer necessary, as applicable and (3) at law the end of the Notice Period, the Board of Directors determines in good faith, after consultation with its outside legal counsel and financial advisor that such Superior Proposal continues to meet the definition of “Superior Proposal” or the Intervening Event continues to necessitate an Adverse Recommendation Change, as applicable. In addition, nothing contained herein shall prevent the Board of Directors from (i) complying with Rule 14e-2(a) under the 1934 Act with regard to an Acquisition Proposal so long as any action taken or statement made to so comply is consistent with this Section 6.04; provided that any such action taken or statement made that relates to an Acquisition Proposal shall be deemed to be an Adverse Recommendation Change unless the Board of Directors reaffirms the Company Board Recommendation in such statement or in equityconnection with such action or (ii) be entitled to an injunctionissuing a “stop, without the necessity of posting any bond or surety, to restrain look and listen” disclosure or misuse, in whole or in part, similar communication of any information in violation of Section 15.1 hereofthe type contemplated by Rule 14d-9(f) under the 1934 Act.

Exceptions. The Parties’ respective obligations provisions of Section 10.1 shall not prohibit disclosure or use if and to the extent: (i) the disclosure or use is required by any bankruptcy and/or insolvency proceedings, law, any regulatory body or any stock exchange; (ii) the disclosure or use is required for the purpose of any judicial proceedings arising out of this Agreement or any other agreement entered into under Section 15.1 will not apply or pursuant to any such information: this Agreement; (aiii) that is, as the disclosure is made to a tax authority in connection with the tax affairs of the disclosing Party; (iv) the disclosure is made to professional advisers, auditors, contractors, employees, officers, directors, governmental entities and non-governmental entities and bodies (to the extent the Services involve the preparation of filings, tax returns or other documents intended or required to be filed with such entities or bodies), or actual or potential bidders, investors, financiers or buyers of either Party on terms that such persons (other than governmental entities and non-governmental regulatory entities and bodies) undertake to comply with confidentiality obligations broadly equivalent to those set out in this Section 10, including, in particular, the lenders, together with their professional advisers, under the Amended and Restated Senior Secured Superpriority Debtor-in-Possession Credit Agreement dated April 28, 2017 under which SUNE is the borrower (as amended, restated, supplemented or otherwise modified from time to time, the “Replacement DIP Credit Agreement”), subject to the confidentiality provisions set forth in the Replacement DIP Credit Agreement; (v) the information is or becomes publicly available (other than by breach of its this Agreement); (vi) the other Party has given prior written approval to the disclosure or thereafter becomes, part of use; (vii) the public domain through a source other than the receiving Party; (b) that was known to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that information is independently developed after the Effective Date; (viii) the disclosure or use is made in connection with the rejection of any contracts or release of any claims related thereto by SUNE or its Debtor Affiliates in connection with the receiving Party without reference to such informationChapter 11 Cases; or (dix) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that disclosure is required to be disclosed pursuant enable a Party to meet any employee information or consultation obligations in accordance with applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge ; provided that the existence and terms of this Agreement are required prior to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information pursuant to Section 10.2(i) or 10.2(iii), the Party concerned shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of promptly notify the obligation hereunder and under applicable law to prevent unauthorized disclosure other Party of such Confidential Information. The Parties acknowledge and agree requirement with a view to providing that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm other Party with the opportunity to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain contest such disclosure or misuse, in whole use or in part, otherwise to agree the timing and content of any information in violation of Section 15.1 hereofsuch disclosure or use.

Exceptions. 9.3.1. The Parties’ respective obligations under this Section 15.1 will 9 shall not apply to any information to the extent the receiving Party can demonstrate by competent evidence that such information: : (a) that is, as of is (at the time of its disclosure disclosure) or thereafter becomes, becomes (after the time of disclosure) known to the public or part of the public domain through a source other than no breach of this Agreement by the receiving Party; Party or any Recipients to whom it disclosed such information; (b) that was known to, or was otherwise in the possession of, the receiving Party prior to the time of disclosure by the disclosing Party; (c) is disclosed to the receiving Party as of the time of its disclosure and was not otherwise subject on a non-confidential basis by a Third Party who is entitled to confidentiality obligations; (c) that is independently developed by the receiving Party disclose it without reference to such information; (d) that is subsequently learned from a third party not known to be under a breaching any confidentiality obligation to the disclosing Party; or (d) is independently developed by or on behalf of the receiving Party or (e) any of its Affiliates, as evidenced by its written records, without use or access to the Confidential Information. 9.3.2. The restrictions set forth in this Section 9 shall not apply to any Confidential Information that the receiving Party is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, disclose under Applicable Laws or a court order or other legal process governmental order or at the request of a regulatory authority. The Parties acknowledge to enforce any Patent Rights under Section 8, provided that the existence receiving Party: (a) provides the disclosing Party with prompt notice of such disclosure requirement if legally permitted, (b) affords the disclosing Party an opportunity to oppose or limit, or secure confidential treatment for such required disclosure and terms (c) if the disclosing Party is unsuccessful in its efforts pursuant to subsection (b), discloses only that portion of this Agreement are the Confidential Information that the receiving Party is legally required to be publicly disclosed disclose as advised by the Funds pursuant receiving Party’s legal counsel. 9.3.3. In the event that PFIZER wishes to applicable law. Without limiting the generality assign, pledge or otherwise transfer its rights to receive some or all of the preceding paragraphsMilestone Payments and Royalties payable hereunder, BNY Mellon acknowledges and agrees PFIZER may disclose to a Third Party Confidential Information of LICENSEE in connection with any such proposed assignment, provided that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all PFIZER shall hold such information Third Parties to BNY Mellon hereunder is made strictly under the conditions written obligations of confidentiality with terms and conditions at least as restrictive as those set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Informationthis Agreement. 9.3.4. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in In the event that LICENSEE wishes to enter into a sublicense in accordance with Section 2, LICENSEE may disclose to a Third Party Confidential Information of a breach PFIZER in connection with any such proposed sublicense, provided that LICENSEE shall hold such Third Parties to written obligations of Section 15.1 hereof, the non-breaching Party shall (confidentiality with terms and conditions at least as restrictive as those set forth in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofAgreement.

Exceptions. The Notwithstanding the prohibition in Section X(B), a party (the “Disclosing Party”) shall be entitled to disclose Confidential Information about the other parties (the “Non-Disclosing Parties’ respective ”): (1) where “VF” is the Disclosing Party, to its Controlled Affiliates and its and their Representatives to the extent necessary to permit “VF”, its Controlled Affiliates, and its and their Representatives to produce Licensee’s NFT’s and services and with respect to Licensor, to its Affiliates and its and their Representatives to perform their obligations under Section 15.1 will not apply hereunder; (2) to any the extent such information: (a) that is, as of the time of its disclosure or thereafter becomes, information becomes lawfully part of the public domain through or is obtained from a source third-party other than in violation of this or any other restrictive agreement with the receiving Disclosing Party, its Affiliates or Controlled Affiliates (as applicable) and their Representatives; (b3) as compelled or required by a valid subpoena or other legal mandate; provided, however, in the event that was known to the receiving Disclosing Party or its Representatives receive such a subpoena or other legal mandate, it shall provide the Non-Disclosing Parties with prompt written notice of same as far in advance as practicable of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by date the receiving Disclosing Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement make such disclosure so that the Non-Disclosing Parties may seek an appropriate protective order for the Confidential Information or waive compliance with the provisions of any law enforcement agency, court Section X (B); and in the absence of a protective order or other legal process or at the request receipt of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services waiver hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon the Disclosing Party or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. AccordinglyRepresentatives is nonetheless, in the event written opinion of a breach such party’s legal counsel, so compelled to disclose the Confidential Information, such party or its Representative may disclose only that portion of Section 15.1 hereofthe Confidential Information that is, based on the written advice of its legal counsel, legally required to be disclosed; (4) as required by applicable law, rule or regulation, including without limitation, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, rules of any information in violation exchange or quotation system on which Licensee’s, its Controlled Affiliates’, Licensor’s, or its Affiliates’ class or series of Section 15.1 hereof.equity is listed or quoted for trading, as applicable;

Exceptions. The Parties’ respective obligations under Section 15.1 will not apply Notwithstanding anything contained in this Agreement to the contrary, but subject to compliance with the other provisions of this ‎Section 6.04, at any such information: (a) that is, as time prior to receipt of the time Company Shareholder Approval, in the event the Company receives a bona fide unsolicited Acquisition Proposal from a Third Party that did not result from a breach of this ‎Section 6.04: (i) if the Board of Directors determines in good faith, after consultation with its disclosure outside legal counsel and financial advisors, that (A) such Acquisition Proposal constitutes, or thereafter becomeswould reasonably be expected to lead to, part of a Superior Proposal and (B) failure to engage in negotiations or discussions with such Third Party would be inconsistent with its fiduciary duties, then the public domain through a source other than the receiving Party; Company may (b1) that was known engage in negotiations or discussions with such Third Party and its Representatives and (2) furnish to such Third Party or its Representatives nonpublic information relating to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon Company or any of its employees Subsidiaries and afford access to the business, properties, assets, books or agentsrecords of the Company or any of its Subsidiaries pursuant to a confidentiality agreement no less favorable in any material respect to the Company than the Confidentiality Agreement (an “Acceptable Confidentiality Agreement”); provided that, (x) to the extent that any nonpublic ​ ​ information relating to the Company or its Subsidiaries is provided to any such Third Party or any such Third Party is given access which was not previously provided to or made available to Parent, such nonpublic information or access is provided or made available to Parent prior to or substantially concurrently with it being shared with such Third Party and (y) any competitively sensitive information or data provided to any such Third Party in accordance with this ‎Section 6.04 who is, or whose Affiliates include, a competitor, supplier or customer of the Company or any trading on of its Subsidiaries will be provided in a separate “clean data room” and subject to customary “clean team” arrangements regarding access to such information or data and upon request the basis Company will provide Parent with evidence of such information by anyone arrangements; and (ii) subject to compliance with ‎Section 6.04(d), the Board of Directors may, (A) in response to the receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause bona fide unsolicited written Acquisition Proposal from a Third Party which did not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of result from a breach of Section 15.1 hereofthis ‎Section 6.04 and that the Board of Directors has determined in good faith, after consultation with its outside legal counsel and financial advisor, constitutes a Superior Proposal, make an Adverse Recommendation Change or terminate this Agreement pursuant to and in accordance with ‎Section 10.01(d)(i) in order to enter into a definitive agreement for a Superior Proposal, or (B) in response to an Intervening Event, make an Adverse Recommendation Change of the type described in clause (A) or (E) of the definition thereof, if and only if, in each case, the non-breaching Party Board of Directors determines in good faith, after consultation with its outside legal counsel and financial advisors, that the failure to take such action would be reasonably likely to be inconsistent with its fiduciary duties. In addition, nothing contained herein shall prevent the Company or the Board of Directors (or any committee thereof) from (A) taking and disclosing to the Company’s shareholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the 1934 Act (or any similar communication to shareholders in addition connection with the making or amendment of a tender offer or exchange offer) or from making any legally required disclosure to all other rights and remedies they may have pursuant shareholders with regard to the transactions contemplated by this Agreement or an Acquisition Proposal (provided that neither the Company nor the Board of Directors may recommend any Acquisition Proposal unless permitted by this ‎Section 6.04(b)), (B) issuing a “stop, look and at law listen” disclosure or similar communication of the type contemplated by Rule 14d-9(f) under the 1934 Act or (C) contacting and engaging in equity) be entitled discussions with any Person or group who has made an offer with respect to an injunction, without Acquisition Proposal that was not solicited in breach of this ‎Section 6.04 for the necessity purpose of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, clarifying the terms of any information in violation of Section 15.1 hereofsuch offer.

Exceptions. The Parties’ respective restrictions and obligations under set forth in Section 15.1 12.1, 12.3 and 12.7 will not apply to any such information: (a) that is, as of Confidential Information: 12.2.1. which is or becomes generally available to the time of its disclosure or thereafter becomes, public through no fault on the part of the public domain through Receiving Party; 12.2.2. which is lawfully in the possession of the Receiving Party (other than pursuant to the terms of this Agreement, the Option Agreement, each License Agreement, any Ancillary Agreement or any other related agreement), without restriction as to its disclosure, prior to the disclosure of such information by or on behalf of the Disclosing Party or the Company, as reasonably evidenced by appropriate documentation; 12.2.3. which lawfully becomes available to the Receiving Party from a source other than the receiving Party; (b) that was known to Disclosing Party and the receiving Party Company without any duty as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that or non-use; 12.2.4. which is independently developed or otherwise created by the receiving Receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation other than pursuant to the disclosing Party terms of this Agreement, the Option Agreement, each License Agreement, any Ancillary Agreement or (eany other related agreement) that without the use of any Confidential Information of the Disclosing Party, as reasonably evidenced by appropriate documentation; or 12.2.5. 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 applicable lawApplicable Laws, rulejudgment, regulationdecree or order; (ii) as necessary to make regulatory filings and communications related to the ▇▇▇▇▇▇▇▇▇ Compounds 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 12.2.5 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 Party seeking to disclose or provide such information will give the other Parties prompt written notice of such requirement of any law enforcement agency, court order or and fully cooperate with the other legal process or at the request of a regulatory authority. The Parties acknowledge so that the existence 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 terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without (z) without limiting the generality of the preceding paragraphsforegoing, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdingsthe Parties will use commercially reasonable efforts to ensure that, that disclosure of any and all such information subject to BNY Mellon hereunder is made strictly under Applicable Laws, the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes list of the performance Products is redacted from any copy of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereofthis Agreement, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Option Agreement, each License Agreement and at law any Ancillary Agreement required to be filed with any government or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofregulatory body.

Exceptions. The Parties’ respective obligations under in Section 15.1 will 8.1 shall not apply with respect to any such information: (a) that is, as portion of the time of its disclosure or thereafter becomes, part Confidential Information of the public domain through a source other than Disclosing Party that the receiving Party; (b) that Receiving Party can show by competent written proof: 8.2.1 was known to the receiving Receiving Party as of the time or any of its Affiliates, without any obligation to keep it confidential or any restriction on its use, prior to disclosure by the Disclosing Party; 8.2.2 is subsequently disclosed to the Receiving Party or any of its Affiliates by a Third Party lawfully in possession thereof and was not without any obligation to keep it confidential or any restriction on its use; 8.2.3 is published by a Third Party or otherwise subject becomes publicly available or enters the public domain, either before or after it is disclosed to confidentiality obligationsthe Receiving Party, without any breach by the Receiving Party of its obligations hereunder; (c) that or 8.2.4 is independently developed by or for the receiving Receiving Party or its Affiliates without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to or reliance upon the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Disclosing Party’s Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm Notwithstanding anything to the other Partycontrary in this Agreement or any Development & Commercialization Agreement, for which money damages will not provide an adequate remedy. Accordinglya 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, retained in intangible form in the event 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 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. Information (collectively, “Residual Information”) for any purpose, provided that this right to use Residual Information does not represent a breach license to any Patents Controlled by the Disclosing Party. For purposes of Section 15.1 hereofclarity, nothing contained in the non-breaching preceding sentence gives the Receiving Party shall (the right to publish or otherwise disclose or use the tangible source of any Residual Information for any purpose other than as provided for in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) any Development & Commercialization Agreement. A personnel’s memory will be entitled to an injunctionconsidered unaided only if such person has not intentionally memorized the information for the purpose of retaining and/or subsequently recording, without the necessity of posting any bond publishing, disclosing or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofusing it.

Exceptions. The Parties’ respective obligations under of confidentiality contained in Section 15.1 6.1 will not apply to any the extent that it can be established by the Receiving Party by competent proof that such information: Confidential Information: (a) that iswas already known to the Receiving Party or its Affiliate, as other than under an obligation of confidentiality, at the time of disclosure by the Disclosing 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 or thereafter becomes, its Affiliate; (c) became generally available to the public or otherwise part of the public domain through a source other than the receiving Party; (b) that was known to the receiving Party as of the time of after its disclosure and was not otherwise subject to confidentiality obligations; other than through any act or omission of the Receiving Party or its Affiliate in breach of this Agreement; (cd) that is independently discovered or developed by the receiving Receiving Party or its Affiliate without reference the use of Confidential Information of the Disclosing Party; (e) was disclosed to such information; (d) that is subsequently learned from the Receiving Party or its Affiliate, other than under an obligation of confidentiality, by a third party not known to be under a confidentiality Third Party who had no obligation to the disclosing Disclosing Party or (e) that is required not to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all disclose such information to BNY Mellon hereunder others; or (f) was disclosed by Company or its Affiliate to any Representative(s) of Licensor other than those designated as permitted recipients of Licensor in writing by Licensor to Company. Initially, the only designated Representatives of Licensor are [***] and [***]. Licensor may designate additional and replacement Representatives of Licensor for purposes of this Section by written notice to Company. Confidential Information specific to the use of certain compounds, methods, conditions or features shall not be deemed to be within the foregoing exceptions merely because such Confidential Information is made strictly under embraced by general disclosures in the conditions public domain or in the possession of confidentiality set forth the Receiving Party. In addition, a combination of information will not be deemed to fall within the foregoing exceptions, even if all of the components fall within an exception, unless the combination itself and its significance are in Section 15.1 hereof and solely the public domain or in the possession of the Receiving Party prior to the disclosure hereunder. Notwithstanding anything to the contrary herein, neither the act of using Confidential Information in a clinical trial nor the filing of Confidential Information with a government entity shall, for the purposes of the performance of custodial services hereunderthis Agreement, that any unauthorized disclosure or misuse of be deemed to place such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, Information in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofpublic domain.

Exceptions. The Parties’ respective obligations under restrictions in this Section 15.1 will not apply to any such information: information that: (a) that is, as of the time of its disclosure or thereafter becomes, part of the public domain through a source other than the receiving Party; (b) that was known to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference to such informationparty; (db) is lawfully received by the receiving party free of any obligation to keep it confidential; or (c) becomes generally available to the public other than by breach of this Agreement. e) As part of conducting a background and/or criminal history investigation pursuant to Appendix A, Section 9.J, Customer or its designee, including the Texas Department of Public Safety, may obtain information regarding AT&T employees or subcontractors, which includes, but is not limited to, name, address, telephone number, driver’s license number, date of birth, health information, biometric data and other personal information obtained in connection with the investigation (collectively, “Sensitive Personal Information” or “SPI”). Customer and its designee(s) shall consider SPI to be private, sensitive and confidential. SPI may be subject to certain privacy laws and regulations and requirements, including requirements of AT&T, and requires a high degree of protection. Customer shall comply with all applicable privacy laws and regulations and must treat such SPI with the same degree of care as Customer would treat SPI of its own employees and subcontractors including, without limitation: (i) Collect SPI only as needed for a background and/or criminal history investigation or otherwise as permissible under this Agreement; (ii) Not use, disclose, or distribute any SPI except in connection with a background and/or criminal history investigation or otherwise as permissible under this Agreement; (iii) Store and transmit SPI securely, including without limitation encrypting SPI when it is at rest and being transmitted; (iv) Restrict access to SPI only to those employees of Customer or its designee(s) that is subsequently learned from a require access to perform the services under this Agreement; (v) Immediately notify AT&T if Customer becomes aware that (a) any of the above provisions has been breached; (b) any disclosure of SPI to any third party not known expressly permitted herein to receive or have access to SPI; or (c) any breach of, or other security incident involving, Customer’s systems or network that could cause or permit access to SPI inconsistent with the above- referenced provisions. Customer shall fully cooperate with AT&T in determining, as may be necessary or appropriate, actions that need to be under a confidentiality obligation to taken including the disclosing Party full scope of the breach, disclosure or (e) that is required security incident, corrective steps to be disclosed pursuant to applicable lawtaken by Customer, rule, regulation, requirement the nature and content of any notifications, law enforcement agencyinvolvement, court order or news/press/media contact etc., and Customer shall not communicate directly with any AT&T employee or subcontractor without AT&T’s consent, which such consent shall not be unreasonably withheld; and (vi) Implement any other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence administrative, physical, and terms of this Agreement are required technical safeguards to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphsensure proper use, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that protect against any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in partdisclosure, of any information in violation of Section 15.1 hereofSPI.

Exceptions. The Parties’ respective obligations under Section 15.1 provisions of Article 6.1 will not apply to any such information: information that (ai) that is, as is or becomes publicly available without breach of this Agreement; (ii) can be shown by documentation to have been known to the Receiving Party at the time of its disclosure or thereafter becomes, part of receipt from the public domain through a source other than the receiving Disclosing Party; (biii) that was known to the receiving Party as of the time of its disclosure and was is rightly received from a third party who did not otherwise subject to confidentiality obligationsacquire or disclose such information by wrongful or tortious act; (civ) that is can be shown by documentation to have been independently developed by the receiving Receiving Party without reference to such informationany Confidential Information; or (dv) that is subsequently learned from a third party not known to be under a confidentiality obligation approved in writing for public release by the Disclosing Party. Unless expressly permitted hereunder, (A) prior to the disclosing Party or first commercial sale of an Enabled Device, UPI may not, without Licensee's prior written approval (ewhich shall not be unreasonably withheld), disclose the fact that this Agreement pertains to operation in a Licensed Airlink Protocol environment, and (B) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at neither party may disclose the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are without the other party's prior written approval, which shall not be unreasonably withheld. UPI may also disclose the terms of this Agreement to any prospective investor in or acquirer of UPI; provided, however, that (a) prior to -------- ------- the first commercial sale of an Enabled Device, such disclosure shall require Licensee's prior consent, which shall not be unreasonably withheld, and (b) the prospective investor or acquirer shall sign a nondisclosure agreement. If the Receiving Party becomes legally obligated to disclose Confidential Information by any governmental entity with jurisdiction over it, the Receiving Party will give the Disclosing Party prompt written notice sufficient to allow the Disclosing Party to seek a protective order or other appropriate remedy. The Receiving Party will disclose only such information as is legally required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality upon advice of the preceding paragraphs, BNY Mellon acknowledges Receiving Party's legal counsel and agrees will use its reasonable efforts to obtain confidential treatment for any Confidential Information that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofso disclosed.

Exceptions. The Parties’ respective restrictions and obligations under set forth in Section 15.1 3.1, 3.3 and 3.4 will not apply to any such information: (a) that is, as of Confidential Information: 3.2.1 which is or becomes generally available to the time of its disclosure or thereafter becomes, public through no fault on the part of the public domain through Receiving Party; 3.2.2 which is lawfully in the possession of the Receiving Party (other than pursuant to the terms of this Agreement, the JV Agreement, each License, any Ancillary Agreement or any other related agreement), without restriction as to its disclosure, prior to the disclosure of such information by or on behalf of the Disclosing Party or the Company, as reasonably evidenced by appropriate documentation; 3.2.3 which lawfully becomes available to the Receiving Party from a source other than the receiving Party; (b) that was known to Disclosing Party and the receiving Party Company without any duty as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that or non-use; 3.2.4 which is independently developed or otherwise created by the receiving Receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation other than pursuant to the disclosing Party terms of this Agreement, the JV Agreement, each License, any Ancillary Agreement or (eany other related agreement) that without the use of any Confidential Information of the Disclosing Party, as reasonably evidenced by appropriate documentation; or 3.2.5 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 applicable lawany Applicable Laws, rulejudgment, regulationdecree 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 3.2.5 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 Party seeking to disclose or provide such information will give the other Parties prompt written notice of such requirement of any law enforcement agency, court order or and fully cooperate with the other legal process or at the request of a regulatory authority. The Parties acknowledge so that the existence 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 terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without (z) without limiting the generality of the preceding paragraphsforegoing, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdingsthe Parties will use commercially reasonable efforts to ensure that, that disclosure of any and all such information subject to BNY Mellon hereunder is made strictly under Applicable Laws, the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes list of the performance Products is redacted from any copy of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereofthis Agreement, the non-breaching Party shall (in addition JV Agreement, each License and any Ancillary Agreement required to all other rights and remedies they may have pursuant to this Agreement and at law be filed with any government or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofregulatory body.

Exceptions. The Parties’ respective obligations under Notwithstanding any other provision of this Agreement, unless GP fails to supply BMX (within the meaning of Section 15.1 will not apply 8.1(i)) with any item listed below G-P shall at all times have the exclusive right and obligation to make, or have made by a Third Party, the following items: [***] *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. [***]. Notwithstanding any other provision of this Agreement, BMX shall at all times have the right to purchase such information: items from GP in reasonable commercial quantities to be used by BMX for the purposes of this Agreement. (ai) that isNotwithstanding any other provision of this Agreement, GP shall have no obligation to make any disclosure to BMX concerning the manufacture of the above-listed items unless GP fails to supply BMX with such item, as of the time of its disclosure or thereafter becomes, part of the public domain through a source other than the receiving Party; (b) that was known to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely 8.1 (i). (ii) Notwithstanding any other provision of this Agreement, BMX shall at all times have the right to purchase any or all of the above-listed items from a Third Party or to manufacture such items itself; provided, however, that nothing contained herein shall require GP to make any disclosure of Confidential Information to BMX or to such Third Party in connection with BMX's purchase of such items from the Third Party. Notwithstanding any other provision of this Agreement, BMX shall at all times have the right to purchase, in reasonable commercial quantities to be used by BMX for the purposes of this Agreement, any or all of the performance of custodial services hereunderabove items directly from any entity which supplies such items to GP in the same form as purchased by GP; provided, however, that nothing contained herein shall require GP to make any unauthorized disclosure of Confidential Information to BMX, or misuse require GP to permit such disclosure to BMX by such Third Party, in connection with BMX's purchase of such information items from the Third Party. (including iii) Immediately following execution of this Agreement, GP shall use its best efforts to arrange for a Third Party supplier to manufacture [***] used by BNY Mellon or BMX in accordance with the rights granted by this Agreement. Upon completion of arrangements with a Third Party supplier, any requests by BMX for [***] used in accordance with the rights granted by this Agreement shall be made to GP and GP shall direct such requests to the Third Party supplier. BMX shall have the right to disclose any Confidential Information concerning such [***] only to the Third Party supplier and to decline to disclose such Confidential Information to GP. (iv) If GP makes improvements to any of its employees the above-listed items, it shall make such improvements reasonably available to BMX pursuant to this Agreement. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. (v) GP shall at all times after July 1, 2002 have the right on written notice to BMX to require BMX to assume responsibility for manufacturing any or agentsall of the items listed above. Promptly after GP delivers any such notice, or the Parties shall meet to agree, reasonably and in good faith, upon a plan for transition of manufacturing from GP to BMX. As part of any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securitiestransition, that access to and use of GP shall make any and all disclosures necessary to permit BMX to make or have made such information items. (vi) BMX shall be restricted as described not have any right to analyze, dissect, or disassemble any such item which is not properly available from sources other than GP in Section 15.1 hereof, and that BNY Mellon shall apprise all order to circumvent the need to for BMX to acquire such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law item from GP or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofGP's supplier.

Exceptions. 8.3.1 The Parties’ respective obligations under this Section 15.1 will shall not apply to any information to the extent the receiving Party can demonstrate by competent evidence that such information: : (a) that is, as of is (at the time of its disclosure disclosure) or thereafter becomes, becomes (after the time of disclosure) known to the public or part of the public domain through a source other than no breach of this Agreement by the receiving Party; Party or any Recipients to whom it disclosed such information; (b) that was known to, or was otherwise in the possession of, the receiving Party prior to the time of disclosure by the disclosing Party; * Information redacted pursuant to a confidential treatment request by Gemphire Therapeutics Inc. under 5 U.S.C. §552(b)(4) and Rule 406 under the Securities Act of 1933 and submitted separately with the Securities and Exchange Commission. (c) is disclosed to the receiving Party as of the time of its disclosure and was not otherwise subject on a non confidential basis by a Third Party who is entitled to confidentiality obligations; (c) that is independently developed by the receiving Party disclose it without reference to such information; (d) that is subsequently learned from a third party not known to be under a breaching any confidentiality obligation to the disclosing Party; or (d) is independently developed by or on behalf of the receiving Party or (e) any of its Affiliates, as evidenced by its written records, without use or access to the Confidential Information. 8.3.2 The restrictions set forth in this Section shall not apply to any Confidential Information that the receiving Party is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, disclose under Applicable Laws or a court order or other legal process or at the request of a regulatory authority. The Parties acknowledge governmental order, provided that the existence receiving Party: (a) provides the disclosing Party with prompt notice of such disclosure requirement if legally permitted, (b) affords the disclosing Party an opportunity to oppose or limit, or secure confidential treatment for such required disclosure and terms (c) if the disclosing Party is unsuccessful in its efforts pursuant to subsection (b), discloses only that portion of this Agreement are the Confidential Information that the receiving Party is legally required to be publicly disclosed disclose as advised by the Funds pursuant receiving Party’s legal counsel. 8.3.3 In the event that PFIZER wishes to applicable law. Without limiting the generality assign, pledge or otherwise transfer its rights to receive some or all of the preceding paragraphsMilestone Payments and Royalties payable hereunder, BNY Mellon acknowledges and agrees PFIZER may disclose to a Third Party Confidential Information of LICENSEE in connection with any such proposed assignment, provided that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all PFIZER shall hold such information Third Parties to BNY Mellon hereunder is made strictly under the conditions written obligations of confidentiality with terms and conditions at least as restrictive as those set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofAgreement.

Exceptions. The Parties’ respective obligations under Notwithstanding Section 15.1 will not apply 7.03(a), at any time prior to any such information: the Acceptance Time: (ai) following the receipt by the Company of a bona fide, unsolicited written Acquisition Proposal made after the date hereof, and provided that the Company has complied with Section 7.03(a) (other than de minimis breaches), if the Special Committee determines in good faith, by a duly adopted resolution, after consultation with its financial advisor and outside legal counsel, (A) that issuch Acquisition Proposal constitutes or could reasonably be expected to lead to a Superior Proposal and (B) that the failure to take the actions set forth in the succeeding clauses (1) and (2) with respect to such Acquisition Proposal would be inconsistent with the Special Committee’s fiduciary duties under Applicable Law, as then the Company may, in response to such Acquisition Proposal, (1) engage in negotiations or discussions with the Third Party that made such Acquisition Proposal regarding such Acquisition Proposal and (2) furnish information relating to the Company and its Subsidiaries and afford access to the business, properties, assets, books or records of the time Company and its Subsidiaries to such Third Party pursuant to a confidentiality agreement between the Company and such Third Party containing terms and conditions enabling the Company to comply with its obligations to Parent pursuant to this Section 7.03 and that are Table of its disclosure or thereafter becomes, part Contents otherwise customary with respect to transactions of the public domain through nature contemplated by such Acquisition Proposal (an “Acceptable Confidentiality Agreement”), a source other than the receiving Partycopy of which Acceptable Confidentiality Agreement shall be provided to Parent; (b) provided that was known to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information and access (to BNY Mellon hereunder the extent that such information or access has not been previously provided or made available to Parent) is provided or made strictly under available to Parent, as the conditions case may be, before or substantially at the same time such information or access is provided or made available to such Third Party; (ii) subject to compliance with Section 7.03(d), if the Company has received a Superior Proposal, then the Company Board (upon the recommendation of confidentiality set forth the Special Committee) or the Special Committee may make an Adverse Recommendation Change; and (iii) subject to compliance with Section 7.03(d), the Company Board, acting at the recommendation of the Special Committee, may make an Adverse Recommendation Change in Section 15.1 response to a material event, change or development in circumstances arising after the date hereof that was neither known by, nor reasonably foreseeable to, the Special Committee prior to or on the date hereof and solely for does not involve or relate to an Acquisition Proposal (an “Intervening Event”), if the purposes of the performance of custodial services hereunderSpecial Committee has determined in good faith, by a duly adopted resolution, after consultation with its outside financial advisor and legal counsel, that any unauthorized disclosure or misuse of the failure to make an Adverse Recommendation Change in response to such information (including by BNY Mellon or any of Intervening Event would be inconsistent with its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and fiduciary duties under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofApplicable Law.

Exceptions. The Parties’ respective obligations under covenants of the receiving Party contained in Section 15.1 will 8.1 and Section 8.2 shall not apply to any such information: Confidential Information (a) that is, as of the time of its disclosure or thereafter becomes, part of the public domain through a source other than the receiving Party; (b) that was known to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed can reasonably demonstrate by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that competent proof is required to be disclosed by Applicable Law or a court or other Official Body pursuant to applicable law, rule, regulation, requirement (i) regulatory filings; (ii) prosecuting or defending litigation; or (iii) complying with Applicable Law and orders or decisions of any law enforcement agency, court order Official Body having jurisdiction; or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and (b) disclosed to Affiliates who agree to be bound by similar terms of this Agreement are required confidentiality. Notwithstanding any provision herein to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphscontrary, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that nothing herein shall prevent or prohibit any disclosure of any information concerning this Agreement (A) required under Applicable Laws and all the rules and regulations of any stock exchange or market system on which any Party’s securities are or may be traded, (B) by either Party in connection with an Approved Transaction (as defined below), where prospective parties or the other party or parties to such information Approved Transaction have entered into confidentiality agreements with the Party concerning such Confidential Information, (C) to BNY Mellon hereunder is made strictly under either Party’s financial advisors or legal advisors who have agreed to the conditions of confidentiality set forth limitations on disclosure contained herein and/or (D) to investment bankers and/or financing sources in Section 15.1 hereof and solely for connection with bona fide financing transactions involving either Party or an Affiliate. For the purposes of the performance of custodial services hereunderthis Agreement, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access each of the obligation following shall constitute an “Approved Transaction”: (i) the issuance by either Party of securities in connection with any financing transaction or public offering, and/or (ii) a merger, consolidation or other similar transaction involving either Party (i.e., wherein another entity acquires all or substantially all of that Party’s equity interests or assets or a merger or consolidation or similar transaction wherein securities of the post transaction entity will be issued to the other party). If a Party is required or permitted to make a disclosure of the other Party’s Confidential Information pursuant to this Section 8.3, it will use Commercially Reasonable Efforts to (I) limit the scope of the Confidential Information disclosed and the number of persons to whom such Confidential Information is disclosed, in each case to the minimum extent required to address the reason such disclosure is permitted hereunder and under applicable law to prevent unauthorized disclosure (II) secure confidential treatment of such Confidential Information. The Parties acknowledge Information and agree that comply with any breach applicable provisions of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereof12.7.

Exceptions. The Parties’ respective obligations under Section 15.1 will not apply Each Party may disclose Confidential Information belonging to any the other Party to the extent such information: disclosure is necessary in the following instances: (a) filing or prosecuting patents as permitted by this Agreement in order to obtain Patent Rights that is, as of the time of its disclosure or thereafter becomes, part of the public domain through a source other than the receiving Party; Party is expressly permitted to obtain under this Agreement; (b) that was known to the receiving Party regulatory filings for Licensed Product as of the time of its disclosure and was not otherwise subject to confidentiality obligations; permitted by this Agreement; (c) that is independently developed prosecuting or defending litigation as permitted by the receiving Party without reference to such information; this Agreement; (d) complying with applicable court orders (or complying with oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) or governmental regulations or law, CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. DOUBLE ASTERISKS [**] DENOTE OMISSIONS. Page 41 of 52 including the rules of the U.S. Securities and Exchange Commission and any stock exchange; (e) disclosure to Third Party potential bona fide licensees or acquirors (except that is subsequently learned from in the case of Novo Nordisk Competitors, no Confidential Information of Novo Nordisk, other than a third party not known redacted copy of this Agreement, may be shared), in connection with due diligence or similar investigations by such Third Party licensees, and disclosure to potential Third Party investors in confidential financing documents, provided, in each case, that any such Third Party agrees to be under bound by reasonable obligations of confidentiality and non-use; and (f) Zosano may provide to ALZA Corporation a confidentiality obligation copy of this Agreement, redacted by Novo Nordisk to exclude any information not necessary for assessing ▇▇▇▇▇▇’s compliance with the disclosing ALZA Agreement; provided that, if a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Section 12.3(c), (d), or (e) it shall, except where impracticable, give reasonable advance notice to the other Party of such disclosure request or requirement so that the other Party may seek an appropriate protective order or other appropriate remedy or waive compliance with the provisions of this Agreement. The Party that is required to be disclosed pursuant make the disclosure shall reasonably cooperate with the other Party (at such other Party’s sole cost and expense) to applicable law, rule, regulation, requirement of any law enforcement agency, court obtain such a protective order or other legal process remedy. If such order or other remedy is not obtained, or the other Party waives compliance with the provisions of this Agreement, then such Party shall only disclose that portion of the Confidential Information which it is advised by counsel that it is legally required to so disclose and shall use reasonable efforts to obtain reliable assurance (at the request of a regulatory authority. The Parties acknowledge other Party’s sole cost and expense) that confidential treatment will be accorded the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable lawConfidential Information so disclosed. Without limiting the generality of the preceding paragraphsforegoing, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading Parties shall consult with each other on the basis provisions of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement to be redacted in any filings made by either Party with the U.S. Securities and at law Exchange Commission or in equity) be entitled to an injunction, without the necessity of posting any bond foreign counterpart or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofas otherwise required by law.

Exceptions. The Parties’ respective non-use and non-disclosure obligations under Section 15.1 will set forth in this Article VIII shall not apply to any such information: Confidential Information, or portion thereof, that the Receiving Party can demonstrate by competent evidence: (a) that is, as of at the time of its disclosure or thereafter becomesis in the public domain; (b) after disclosure, becomes part of the public domain domain, by publication or otherwise, through a source other than the receiving Party; (b) that was known to the receiving Party as no fault of the time of Receiving Party or its disclosure and was not otherwise subject to confidentiality obligations; disclosees; (c) is made available to the Receiving Party by an independent Third Party without obligation of confidentiality; provided, however, that to the Receiving Party’s knowledge, such information was not obtained by said Third Party, directly or indirectly, from the Disclosing Party hereunder; or (d) is independently developed by an employee of the receiving Receiving Party without reference to such not accessing or utilizing the Disclosing Party’s information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to . In addition, the disclosing Receiving Party or (e) may disclose information that is required to be disclosed pursuant by law or by a valid order of a Competent Authority including but not limited to applicable lawregulations of the United States Securities and Exchange Commission or the FDA or any other Regulatory Authority or in the course of arbitration or litigation; provided, rulehowever, regulationthat in all cases the Receiving Party shall give the other party prompt notice of the pending disclosure and make a reasonable effort to obtain, requirement of any law enforcement agencyor to assist the Disclosing Party in obtaining, court a protective order or other legal process confidential-treatment order preventing or at limiting (to the request of a regulatory authority. The Parties acknowledge greatest possible extent and for the longest possible period) the disclosure and/or requiring that the existence and terms of this Agreement are required to Confidential Information so disclosed be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely used only for the purposes of for which the performance of custodial services hereunder, that any unauthorized disclosure law or misuse of such information (including by BNY Mellon or any of its employees or agentsregulation required, or any trading on for which the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Informationorder was issued. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm Notwithstanding anything else to the other Partycontrary in this Agreement, (a) Seelos and its Sublicensees may disclose Confidential Information of Licensor for which money damages will not provide an adequate remedy. Accordinglyor otherwise in connection with Regulatory Approval and (b) Seelos may disclose Confidential Information of Licensor to prospective debt and equity investors and intermediaries, whom Seelos believes in its reasonable discretion are responsible and bona fide, in connection with pitches and other private and public fundraising activities including but not limited to road shows; except that in no event shall Seelos make any such disclosure which would deprive any Trade Secret of Licensor within the event DMF of legal protection as a breach of Section 15.1 hereof, the trade secret. Seelos shall use Commercially Reasonable Efforts to require such debt and equity investors and intermediaries to sign a non-breaching Party shall (in addition disclosure/non-use agreement containing the confidentiality protections herein with respect to all other rights and remedies they may have pursuant Confidential Information provided by Licensor to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofSeelos.

Exceptions. The Parties’ respective obligations under Section 15.1 will not apply to any such informationConfidential Information excludes information that: (a) that is, as of was in the public domain at the time of its disclosure it was disclosed or thereafter becomes, part of has become in the public domain through no fault of the Receiving Party; (b) becomes known to the Receiving Party through lawful means, at the time of disclosure, and was acquired by such Receiving Party after the Effective Date as demonstrated by the Receiving Party; (c) was independently developed by the Receiving Party without any use of the Confidential Information; or (d) becomes known to the Receiving Party, without restriction, from a source other than the receiving Providing Party; provided that such information was provided (bi) under the circumstances of disclosure that was known the Receiving Party does not have a duty of non-disclosure owed to such third party, (ii) to the receiving Party as Receiving Party’s knowledge, the disclosing party’s disclosure is not violative of a duty of non-disclosure owed to another, including the time of its Receiving Party, and (iii) the disclosure and was by the third party is not otherwise subject to confidentiality obligations; (c) that is independently developed by unlawful. In the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge event that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphsReceiving Party, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees representatives, becomes legally compelled by deposition, interrogatory, request for documents, subpoena, civil investigative demand or agentssimilar judicial or administrative process to disclose any Providing Party’s Confidential Information, or any trading on the basis Receiving Party shall provide prompt prior written notice of such information by anyone in receipt of requirement and cooperate with the Providing Party to obtain a protective order or similar remedy to cause the Providing Party’s Confidential Information not to be disclosed, including interposing all available objections thereto. In the event that such information) may constitute a criminal offense of trading on protective order or tipping of material inside information regarding publicly traded securitiesother similar remedy is not obtained, the Receiving Party shall furnish only that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access portion of the obligation hereunder Providing Party’s Confidential Information that has been legally compelled and under applicable law shall exercise commercially reasonable efforts to prevent unauthorized disclosure of obtain assurance that “highly confidential” treatment will be accorded such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereof.

Exceptions. The Parties’ respective obligations under Section 15.1 will of Sections 2(a)-(c) of this Agreement shall not apply to any such information: information which is (ai) that isnow or becomes generally available to the public in the future, as other than through acts or omissions of the time Receiving Party or its Representatives in violation of its disclosure or thereafter becomesthis Agreement, part (ii) lawfully obtained by the Receiving Party from sources independent of the public domain through a source other than the receiving Disclosing Party; (b) that provided such source was known not, to the receiving Receiving Party’s knowledge, bound by a confidentiality agreement with the Disclosing Party as of the time of its disclosure and was not or otherwise subject to confidentiality obligations; prohibited from transmitting such information by contractual, legal, fiduciary or other obligation, or (ciii) that is independently developed by the receiving Receiving Party or the Receiving Party’s Representatives without the benefit or usage of or reference to such information; (d) the Confidential Information. The fact that information included in the Confidential Information is subsequently learned from a third party not known to be under a confidentiality obligation or becomes otherwise available to the disclosing Receiving Party or its Representatives under clauses (ei) through (iii) above shall not relieve the Receiving Party or its Representatives of the prohibitions of the confidentiality provisions of this Agreement with respect to the balance of the Confidential Information. Notwithstanding anything to the contrary set forth herein, in the event that either Party or any of its Representatives is required to be disclosed pursuant to applicable (by law, rule, regulation, requirement of any law enforcement agency, court order or legal process) to disclose any of the Confidential Information or any of the information which is subject to the provisions of Section 2(d) above, such Party will provide the other Party with prompt written notice of such requirement prior to disclosure so that such Party may seek a protective order or other appropriate remedy. In the event that such protective order or other remedy is not obtained within the time limit of the requested or legally required disclosure, the Party compelled to disclose Confidential Information will furnish only that portion of the Confidential Information or take only such action as is requested or legally required based upon the advice of its legal process counsel and will use commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded any Confidential Information (or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are other information required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have kept confidential pursuant to this Agreement and at law Agreement) so furnished. The Receiving Party shall cooperate with any reasonable action requested by the Disclosing Party to obtain a protective order or in equity) other reliable assurance that confidential treatment will be entitled accorded to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofConfidential Information.

Exceptions. The Parties’ respective obligations under Section 15.1 will not apply to any such information: (a) that is, as of the time of its disclosure or thereafter becomes, part of the public domain through a source other than the receiving Party; (b) that was known to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds Series pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are Customer is prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereof.

Exceptions. The Parties’ respective Confidential Information shall not include, and these confidentiality obligations under Section 15.1 will shall not apply operate as a restriction on each Party’s right to any such information: (use, disclose, or otherwise deal with information which can be proven by the Receiving Party: a) that is, as of was in the Receiving Party’s possession prior to the time of its disclosure it was acquired from the Disclosing Party and which was not directly or thereafter becomes, part of indirectly acquired from the Disclosing Party; b) is or lawfully becomes generally available to the public domain through no fault of Receiving Party; c) is lawfully and independently made available to the Receiving Party by a source other than third party; d) is released from its confidential status by the receiving Disclosing Party; (bor e) that was known to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by or for the receiving Receiving Party without reference the use of the Disclosing Party’s Confidential Information as evidenced by the Receiving Party’s written records. Nothing in this Agreement shall be construed to such information; (d) that is subsequently learned restrict the Parties from a third party not known to be under a confidentiality obligation to the disclosing Party Confidential Information as required by law or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other governmental order or request, provided in each case the Party requested to make such disclosure shall, to the extent permitted by law, timely inform the other Party and use all Commercially Reasonable Efforts to limit the disclosure and maintain the confidentiality of such Confidential Information to the extent possible. In addition, the Party required to make such disclosure shall permit the other Party to attempt to limit such disclosure by appropriate legal process or at the request of a regulatory authoritymeans. The Parties acknowledge that Sponsor is a public company, traded on the existence Tel-Aviv Stock Exchange Ltd. and as such is subject to disclosure requirements under applicable laws and regulations (including securities laws), and therefore it shall be entitled to issue public statements in connection with the engagement hereunder, to the minimal extent required under such laws and regulations. Furthermore it should be noted that the Confidential Information and the terms of this Agreement are required to may be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphsconsidered as inside information, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all as such information to BNY Mellon hereunder term is made strictly defined under the conditions of confidentiality set forth in Section 15.1 hereof Israeli Securities Law – 1968 and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofregulations promulgated thereunder.

Exceptions. The Parties’ respective obligations under Section 15.1 will not apply Notwithstanding the provisions of Article 10.1, a Party shall be entitled to any such informationdisclose Confidential Information for the purpose of implementing this Agreement: (a) that is, as to any of the time Party’s representatives who have a need to know, provided the recipients have been informed of its disclosure or thereafter becomes, part and are bound to secrecy obligations substantially similar to the provisions of the public domain through a source other than the receiving Partythis Article 11; (b) that was known prior to the receiving filing an IND package, a Party as shall be entitled to disclose Confidential Information to Regulatory Authorities who have a need to know which have been advised of the time confidential status of its disclosure and was not otherwise subject the Confidential Information, provided all necessary procedures are followed to confidentiality obligationspreserve confidentiality; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing extent such disclosure is reasonably necessary in filing or prosecuting patent, copyright and trademark applications, prosecuting or defending litigation, complying with applicable governmental regulations, obtaining regulatory approval, conducting preclinical or clinical trials, or otherwise required by law, provided, however, that if a Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public or regulation to make any such disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party’s Confidential Information it will, except where impracticable for necessary disclosures, for which money damages will not provide an adequate remedy. Accordingly, example in the event of a breach medical emergency, give reasonable advance notice to the other Party of Section 15.1 hereofsuch disclosure requirement and, except to the non-breaching Party extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed; or (d) to the extent mutually agreed in writing by the Parties. Specific aspects or details of Confidential Information shall (in addition not be deemed to all other rights and remedies they may have pursuant to this Agreement and at law be within the public domain or in equity) be entitled to an injunction, without the necessity possession of posting any bond or surety, to restrain disclosure or misuse, the receiving Party merely because the Confidential Information is embraced by more general information in whole the public domain or in partthe possession of the receiving Party. Further, any combination of any information Confidential Information shall not be considered in violation the public domain or in the possession of Section 15.1 hereofthe receiving Party merely because individual elements of such Confidential Information are in the public domain or in the possession of the receiving Party unless the combination and its principles are in the public domain or in the possession of the receiving Party.

Exceptions. The Parties’ respective confidentiality obligations under Section 15.1 will 12.2.1 of this Agreement shall not apply to any such informationthe extent that: (a1) the Party who has received the Confidential Information (“Recipient”) is required to disclose Confidential Information by order or regulation of a governmental agency or court of competent jurisdiction subject to the provisions below, or (2) disclosures of Confidential Information are made to a Tax Authority in connection with the Tax affairs of the disclosing Party, or (3) the Recipient can demonstrate that is, as of (i) the disclosed Confidential Information was at the time of such disclosure to Recipient already in the public domain, or falls into the public domain, other than as a result of actions of Recipient, its Sub-Contractors, its Affiliates, agents, direct employees, consultants or representatives, in violation hereof; (ii) the disclosed Confidential Information was known by Recipient (as shown by its written records) prior to the date of disclosure to Recipient from sources legally entitled to disclose the same or thereafter becomes, part is independently developed without regard to the Confidential Information (as shown by its written records); or (iii) the disclosed Confidential Information was received by Recipient (as shown by its written records) on an unrestricted basis from a source unrelated to any Party to this Agreement and not under a duty of confidentiality to the other Party. Each Party shall have the further right to disclose the Confidential Information of the public domain through a source other than the receiving Party; (b) that was known to the receiving Party as of required by Applicable Law, including the rules and regulations promulgated by any relevant securities and exchange commission and/or the regulatory bodies and authorities governing securities issues in foreign jurisdictions and to disclose such information to stockholders or potential investors as is customary for publicly-held companies (as the case may be at the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to disclosure), provided the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm provides to the other Party, for which money damages will to the extent not provide legally prohibited, prompt notice of such request, a copy of the information to be disclosed and an adequate remedy. Accordinglyopportunity to limit such disclosure, an opportunity to comment thereon prior to such disclosure, and, to the extent practicable, consults within a reasonable time in advance of the event of a breach of Section 15.1 hereof, proposed disclosure with the non-breaching other Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without on the necessity for the disclosure and the text of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofthe proposed release.

Exceptions. The Parties’ respective obligations under Notwithstanding Section 15.1 will not apply to 10.2(a), any such information: (a) that is, as of the time of its disclosure or thereafter becomes, part of the public domain through a source other than the receiving Party; (b) that was known to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that hereto may disclose the existence and terms of this Agreement and the transactions contemplated hereby (i) to federal and state regulatory agencies in connection with applications for approval of such transactions (or, in the case of any regulated Affiliate of a Member, in connection with audits by the applicable regulatory authorities), including to the FCC as part of any application to participate in the Auction and/or any application for a license or licenses won in the Auction, it being understood and agreed that the contents of such applications are generally available to the public, (ii) to financial institutions in connection with financings of the transactions contemplated hereby and (iii) if counsel for any party advises that a press release or public disclosure is required by Applicable Law or the applicable rules of any stock exchange, then the parties shall use their commercially reasonable efforts to cause a mutually acceptable press release to be issued, and in all events the party required to make such disclosure shall be publicly free to do so; provided that in each case (other than clause (iii) above and to the extent submitted to the FCC as part of the contents of an application to participate in the Auction or a post-Auction application for licenses on which the License Company is the Winning Bidder) commercially reasonable efforts are used to seek confidential treatment from any such person to whom such information is disclosed and the other parties hereto are notified contemporaneously of such disclosure; provided, further, that the parties *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. acknowledge that the Bidding Protocol constitutes valuable trade secrets of the Company and is extremely sensitive and confidential, and shall not be disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges parties hereto unless disclosure is compelled by regulatory or other legal process and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not then only financial damage, but irreparable harm upon adequate prior notice to the other Partyparty, for which money damages will not provide party shall have an adequate remedy. Accordinglyopportunity to seek an appropriate protective order, in and such disclosure shall be made only to the event extent necessary to comply with the requirements of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law regulatory or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereoflegal process under which it is so compelled.

Exceptions. The Parties’ respective obligations under Section 15.1 will not apply Notwithstanding the above, neither party shall have liability to the other with regard to any such informationConfidential Information of the other which: (a) that is, as i)was generally known and available at the time it was disclosed or becomes generally known and available through no fault of the time of its disclosure or thereafter becomes, part of the public domain through a source other than the receiving Partyreceiver; (bii) that was known to the receiving Party as of receiver at the time of its disclosure and was not otherwise subject to confidentiality obligationsdisclosure; (ciii) that is disclosed by the receiver without restriction with the other party's prior written approval of the disclosure; (iv) was independently developed by the receiver without any use of the Confidential Information, provided that the receiver can demonstrate such independent development by documented evidence prepared contemporaneously with such independent development; or (v) becomes known to the receiver after the time of disclosure, without restriction, from a source whose disclosure does not breach (or whose acquisition of the information disclosed does not result from the breach of) any person's obligations to the other party. In addition, each party shall be entitled to disclose the other party's Confidential Information to the extent such disclosure is requested by the order or requirement of a court, administrative agency, or other governmental body or pursuant to any applicable law or regulation; provided, that the party required to make the disclosure shall provide prompt, advance notice thereof to enable the other party to seek a protective order or otherwise prevent such disclosure. Further, Coda may disclose the existence of this Agreement, any Product Schedule and the Purchase Terms and Conditions (including their respective terms) and any other information which it reasonably determines to any prospective Designated Third Party, bona fide potential investor (except as contemplated below), or in connection with a bona fide possible merger, acquisition or other strategic transaction provided that the party receiving Party without reference such confidential information has agreed to be subject to confidentiality obligations at least as protective as those set forth herein. Notwithstanding the foregoing, bona fide potential investors shall not be required to agree to be subject to confidentiality obligations at least as protective as those set forth herein where such investors are not otherwise agreeing to such informationobligations with respect to Coda; in each such case, however, Coda will, in advance of any disclosure, advise each such person to whom it discloses such information that (di) Supplier is a company with securities registered under the Securities Exchange Act of 1934, as amended (an "issuer"), (ii) that such information is subsequently learned from being disclosed to such persons on a third party not known to be under a confidentiality obligation to the disclosing Party or confidential basis, (eiii) that is required portions of such information have not been disclosed by Supplier publicly and are not therefore publicly available to be disclosed pursuant to applicable lawinvestors in Supplier's securities, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge and (ii) that the existence and terms United States securities laws prohibit any person who has received material, non-public information of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality an issuer from purchasing or selling securities of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such issuer or communicating such information to BNY Mellon hereunder any other person under circumstances in which it is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, reasonably foreseeable that any unauthorized disclosure such person is likely to purchase or misuse of sell such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereof.

Exceptions. The Parties’ respective obligations Notwithstanding the other of this Article, employees shall NOT be indemnified for punitive damages; for legal costs arising from the for hearings arising from Charges under Section 15.1 will the for acts of members which did not apply arise in, or result from, circumstances peculiar the execution of police duties; for actions which amount to any such information: (a) that iswilful neglect or a gross dereliction of duty, as or deliberate abuse of police power; or for of a lawful order. Notwithstanding the other provision of this Article, where two or more employees of the time Board are charged with an offence or made the subject of its disclosure an action, inquiry, hearing, inquest or thereafter becomesroyal commission described paragraphs and through arising out of substantially same the Board limit Its indemnification pursuant to this Article to the reasonable legal costs of ONE solicitor to represent the interest of of them, part including representation at any appeal, UNLESS the solicitor is of the public domain through view that it would be improper for him to so represent of them. If solicitor is to be retained and the are unable to agree on which soticitor, the matter shall be conclusively settled by a source other than the receiving Party; (b) that was known to the receiving Party as designate of the time Board and a designate of its disclosure and was not otherwise the Employees who intend to apply for indemnification under this Article shall notify the Chief Constable or his designate, in writing, days of receiving formal notification charged with a criminal or statutory offence, named defendant in a civil action, or being made subject of a public inquiry, action, or royal commission. Failure to confidentiality obligations; (c) that is independently developed by comply with this paragraph may result in an employee being indemnification. Nothing in this Article shall be interpreted as limiting the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known Chief Constable's or the Police Board's ability discipline any employee of Department. Victoria City Police Officers' Collective WHEREOF parties hereto caused this Letter of to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement executed this of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. AccordinglyNovember, in the event City of a breach Victoria, of Section 15.1 hereofBritish Columbia. Victoria City Police Officers' Association Collective Agreement BETWEEN: (hereinafter referred to as the "Board") AND: THE VICTORIA CITY POLICE SENIOR OFFICER'S ASSOCIATION POLICE BOARD. EM The parties agree, provided the non-breaching Party property and facilities specified in this Letter of Understanding remain available to the from the City of Victoria, that employee parking shall (in addition be provided as followings: Reasonable and adequate space for employee vehicles shall be provided for employees who work on any day between the hours of six o'clock and seven o'clock at City of Victoria property located at the corner of and Pembroke Avenue, adjacent to all other rights the Memorial Arena. Such parking shall be without cost to the employee. Top floor stalls shall be provided for employees who work on any day between the hours of five o'clock and remedies they may have pursuant eight o'clock the City of Victoria parking facility located at Centennial Square adjacent to this Agreement and at law or in equity) be entitled the Police Station. Such packing shall cost to the employee. A written claim of wilful damage to an injunctionemployee's automobile while parked in a location set out in or (2) above submitted by an employee and supported by a police crime report shall be indemnified By mutual agreement of the parties signatory hereto, without the necessity this Letter of posting Understanding may be varied or terminated at any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereoftime.

Exceptions. 9.3.1. The Parties’ respective obligations under this Section 15.1 will 9 shall not apply to any information to the extent the receiving Party can demonstrate by competent evidence that such information: : (a) that is, as of is (at the time of its disclosure disclosure) or thereafter becomes, becomes (after the time of disclosure) known to the public or part of the public domain through a source other than no breach of this Agreement by the receiving Party; Party or any Recipients to whom it disclosed such information; (b) that was known to, or was otherwise in the possession of, the receiving Party prior to the time of disclosure by the disclosing Party; (c) is disclosed to the receiving Party as of the time of its disclosure and was not otherwise subject on a non-confidential basis by a Third Party who is entitled to confidentiality obligations; (c) that is independently developed by the receiving Party disclose it without reference to such information; (d) that is subsequently learned from a third party not known to be under a breaching any confidentiality obligation to the disclosing Party; or (d) is independently developed by or on behalf of the receiving Party or (e) any of its Affiliates, as evidenced by its written records, without use or access to the Confidential Information. 9.3.2. The restrictions set forth in this Section 9 shall not apply to any of the disclosing Party’s Confidential Information that the receiving Party is required to be disclosed disclose under Applicable Laws, pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, a court order or other legal process governmental order or at request, or that is necessary to disclose to defend or prosecute litigation relating to the request of a regulatory authority. The Parties acknowledge Products or this Agreement, provided that the existence receiving Party: (a) provides the disclosing Party with prompt notice of such disclosure requirement if legally permitted, (b) if legally permitted, affords the disclosing Party an opportunity to oppose or limit, or secure confidential treatment for, such required disclosure, and terms (c) if the disclosing Party is unsuccessful in its efforts pursuant to subsection (b), discloses only that portion of this Agreement are the disclosing Party’s Confidential Information that the receiving Party is legally required to be publicly disclosed disclose as advised by the Funds pursuant to applicable lawreceiving Party’s legal counsel. 9.3.3. Without limiting the generality A receiving Party may use and disclose Confidential Information of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdingsdisclosing Party in order to seek or obtain patent rights or to Regulatory Authorities in order to seek or obtain approval to conduct clinical trials or to gain or maintain Regulatory Approval with respect to a Product; provided, that such disclosure may be made only to the extent reasonably necessary to seek or obtain such patent rights or approvals. 9.3.4. In the event that PFIZER wishes to assign, pledge or otherwise transfer its rights to receive some or all of the Milestone Payments and Royalties payable hereunder, PFIZER may disclose to a Third Party Confidential Information of LICENSEE in connection with, and which is directly relevant to, any and all such information proposed assignment, provided that PFIZER shall hold such Third Parties to BNY Mellon hereunder is made strictly under the conditions written obligations of confidentiality with terms and conditions at least as restrictive as those set forth in Section 15.1 hereof this Agreement. 9.3.5. Upon execution of this Agreement, the Parties shall jointly issue a press release announcing the execution of this Agreement, substantially in the form of Schedule D. Thereafter, LICENSEE may issue press releases with respect to this Agreement and solely for the purposes of the performance of custodial services hereunderactivities and results hereunder consistent with its own internal policies, provided, however, that LICENSEE shall not issue any unauthorized disclosure or misuse of such information (including by BNY Mellon press release that names PFIZER or any of its employees Affiliates without PFIZER’s prior written consent, which cannot be unreasonably withheld or agentsdelayed, or any trading on the basis of such information by anyone unless in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in accordance with Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereof.9.3.6,

Exceptions. The Parties’ respective obligations under indemnity provided for in Section 15.1 will 7.01(a) ---------- shall not apply extend to any Expense of any Indemnitee to the extent it: (i) is attributable to the willful misconduct or gross negligence of such information: Indemnitee (a) that is, as of the time other than gross negligence or willful misconduct imputed to such person by reason of its disclosure interest in the Aircraft or thereafter becomesany transaction documents); (ii) except to the extent fairly attributable to acts or events occurring prior thereto, part of the public domain through a source is attributable to acts or events (other than the receiving Party; (b) that was known performance by Lessee of its obligations pursuant to the receiving Party as terms of the time Operative Agreements) which occur after the earlier of (i) the return of possession of the Aircraft to the Lessor or its designee in accordance with the Lease and (ii) if the Lessee is not required to return the Aircraft to the Lessor, termination of the Lease and payment by the Lessee of all amounts then required to be paid by the Lessee pursuant to the terms of the Operative Agreements; provided -------- that if the Lease has been terminated pursuant to Section 17 thereof, the indemnity provided in Section 7.01(a) hereof shall survive for so long as Lessor or the Indenture Trustee shall be exercising remedies under such Section 17), and provided further that nothing in this -------- ------- clause (ii) shall be deemed to exclude or limit any claim that any Indemnitee may have under Applicable Law by reason of an Event of Default or for damages from Lessee for breach of Lessee's covenants contained in the Lessee Documents or to release Lessee from any of its disclosure and was obligations under the Lessee Documents that expressly provide for performance after termination of the Term; (iii) other than as expressly provided herein or in the other Operative Agreements, is a Tax or loss of a Tax benefit, whether or not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that Lessee is required to be disclosed indemnify therefor pursuant to applicable lawArticle 6 hereof or pursuant to the Tax Indemnity Agreement; (iv) is a cost or expense expressly required to be paid by such Indemnitee or its permitted transferees (and not by the Lessee) pursuant to this Agreement or any other Operative Agreement and for which the Lessee is not otherwise obligated to reimburse such Indemnitee, rule, regulation, requirement of any law enforcement agency, court order directly or other legal process or at indirectly pursuant to the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required or such other Operative Agreement; (v) is attributable to be publicly disclosed the incorrectness or breach by the Funds pursuant to applicable law. Without limiting the generality such Indemnitee of its representations or warranties, under any of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited Operative Agreements except to the extent such incorrectness or breach was caused by law from making selective public disclosure of information regarding portfolio holdings, that disclosure a breach by Lessee of any and all representation or warranty or by any failure of Lessee to perform any obligation under an Operative Agreement; (vi) is attributable to the failure by such information Indemnitee to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or perform any of its employees or agents, or obligations under any trading on of the basis of Operative Agreements except to the extent such information failure was caused by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use breach by Lessee of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access representation or warranty or by any failure of the Lessee to perform any obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. AccordinglyOperative Agreement; (vii) is, in the event case of the Owner Participant, Lessor's Liens attributable to the Owner Participant; in the case of the Owner Trustee, Lessor's Liens to the extent attributable to the Owner Trustee; in the case of Trust Company, Lessor's Liens to the extent attributable to Trust Company; and in the case of the Indenture Trustee, Indenture Trustee's Liens; (viii) is, in the case of the Owner Participant or the Owner Trustee, attributable to the offer or sale by such Indemnitee of any interest in the Aircraft, the Lessor's Estate or the Trust Agreement or any similar interest (including an offer or sale resulting from bankruptcy or other proceedings for the relief of debtors in which such Indemnitee is the debtor), unless in each case such offer or sale shall occur (a) pursuant to the exercise of remedies under Section 17 of the Lease or (b) pursuant to Section 5(b), 7(b), 7(d), 7(e), 8, 12(b), 13(b) or 14 of the Lease or (c) in connection with any other transfer required by the Operative Agreements; (ix) in the case of the Owner Participant, is an Expense relating to, resulting from, arising out of or in connection with a breach "prohibited transaction" within the meaning of Section 15.1 hereof406 of ERISA or Section 4975(c)(1) of the Code resulting from the direct or indirect use of assets of any ERISA Plan to acquire or hold Owner Participant's interest in the Trust Estate or in the case of any transferee of the Owner Participant referred to in Section 5.01(c), to purchase the non-breaching Party shall (in addition to all other rights and remedies they may have Beneficial Interest pursuant to this Agreement and at law Section 5.01(c); (x) except during the continuation of an Event of Default, is attributable to any amendment to any of the Operative Agreements which is not requested, or in equity) be entitled consented to, by the Lessee or is not required or made pursuant to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, terms of any information in violation of Section 15.1 hereofthe Operative Agreements or Pass- Through Documents; (xi) is attributable to the exercise by any Indemnitee of any right to inspect the Aircraft except with respect to any such inspection conducted while an Event of Default is continuing; and (xii) constitutes the loss of future profits of such Indemnitee or losses attributable to such Indemnitee's overhead.

Exceptions. The Parties’ respective obligations under Section 15.1 will not apply Notwithstanding the above, neither party shall have liability to the other with regard to any such information: Confidential Information of the other which: (ai) that iswas generally known and available at the time it was disclosed or becomes generally known and available through no fault of the receiver; (ii) was known to the receiver, as of without restriction, at the time of its disclosure or thereafter becomes, part as shown by the files of the public domain through receiver in existence at the time of disclosure; (iii) is disclosed with the prior written approval of the discloser; (iv) was independently developed by the receiver without any use of the Confidential Information and by employees or other agents of the receiver who have not been exposed to the Confidential Information, provided that the receiver can demonstrate such independent development by documented evidence prepared contemporaneously with such independent development; (v) becomes known to the receiver, without restriction, from a source other than the receiving Party; (b) that was known to discloser without breach of this Agreement by the receiving Party as receiver and otherwise not in violation of the time discloser's rights; or (vi) is inherently disclosed in the use, lease, sale or other distribution of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed any available product by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agentsSubsidiaries. In addition, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information each party shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunctiondisclose the other party's Confidential Information to the extent such disclosure is requested by the order or requirement of a court, without administrative agency, or other governmental body; provided, that the necessity party required to make the disclosure shall provide prompt, advance notice thereof to the disclosing party to enable the disclosing party to seek a protective order or otherwise prevent such disclosure. Further, with the prior written consent of posting the disclosing party, which shall not be unreasonably withheld, each party shall have the right at any bond or suretytime to disclose portions of the disclosing party's Confidential Information to its customers and License Agreement January 6, 2003 distributors on a need-to-know basis only to restrain the extent deemed necessary by such party to market and sell products to such customers and distributors, it being understood that any such consent by the disclosing party may be limited to such disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofunder a confidentiality agreement.

Exceptions. The Parties’ respective obligations under Section 15.1 will obligation of confidentiality contained in this Article 10 shall not apply to any the extent that such information: : (a) that is, as is or hereafter becomes generally available to the public other than by reason of any breach or default by the time Receiving Party of its disclosure or thereafter becomes, part of the public domain through a source other than the receiving Party; confidentiality obligation under this Collaboration Agreement; (b) that was already known to the receiving Receiving Party (as shown by its written records) prior to the date of receipt by the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that Receiving Party from the Disclosing Party hereunder or is independently developed by the receiving Receiving Party (as shown by its written records) without reference access to such the Disclosing Party’s information; or (c) is disclosed to the Receiving Party by a third-party not directly or indirectly under a duty of confidentiality to the Receiving Party; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing extent such disclosure is reasonable necessary in connection with the following: (i) filing, prosecuting or maintaining Collaboration Patents; (ii) IND’s or BLAs; (iii) prosecuting or defending litigation; (iv) compliance with applicable laws or court orders. Whenever the Receiving Party becomes aware of any state of facts which would or (e) that is required to be disclosed might result in disclosure of Confidential Information pursuant to applicable lawsubparagraph (d) above, ruleit shall, regulationif possible, requirement of promptly notify the Party making disclosure (the “Disclosing Party”) prior to any law enforcement agency, court such disclosure so that the Disclosing Party may seek a protective order or other legal process or at appropriate remedy and/or waive compliance with the request of a regulatory authority. The Parties acknowledge that the existence and terms provisions of this Agreement are required Collaboration Agreement. In any event, if the Receiving Party is unable to be publicly disclosed by promptly notify the Funds pursuant to applicable law. Without limiting Disclosing Party or if such protective order or other remedy is not obtained, or if the generality Disclosing Party waives compliance with the provisions of this Collaboration Agreement, the Receiving Party will furnish only that portion of the preceding paragraphs, BNY Mellon acknowledges information which it is advised by counsel is legally required and agrees will exercise reasonable efforts to obtain assurance that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under confidential treatment will be accorded the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damageEach party shall be entitled, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all any other rights and remedies they right or remedy it may have pursuant to this Agreement and have, at law or in equity) be entitled , to an injunction, without the necessity of posting enjoining or restraining any bond other party from any violation or surety, to restrain disclosure or misuse, in whole or in part, of any information in threatened violation of Section 15.1 hereofthis Article 9.

Exceptions. The Parties’ respective obligations under of confidentiality, non-disclosure, and non-use set forth in Section 15.1 will 14.1 shall not apply to the extent the receiving Party (the “Recipient”) can demonstrate that the disclosed information (i) was in the public domain at the time of disclosure to the Recipient by the other Party, or thereafter entered the public domain, in each case other than as a result of actions of the Recipient, its Affiliates or Agents, in breach of this Agreement; (ii) was rightfully known by the Recipient or its Affiliates (as properly demonstrated by the Recipient) prior to the date of disclosure to the Recipient by the other Party; (iii) was independently developed by the Recipient or its Affiliates without the aid, application or use of Confidential Information of the other Party (as properly demonstrated by the Recipient); or (iv) was received by the Recipient or its Affiliates on an unrestricted basis from a Third Party rightfully in possession of such information and not under a duty of confidentiality to the other Party. Notwithstanding any other provision of this Agreement, Recipient’s disclosure of [*] = 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. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. Confidential Information shall not be prohibited if such informationdisclosure: (a) is in response to a valid order of a court or other Governmental Authority; provided, however, that is, as Recipient provides the other Party with prompt prior written notice of such disclosure in order to permit the time other Party to seek a protective order or other confidential treatment of its disclosure such Confidential Information; or thereafter becomes, part of the public domain through a source other than the receiving Party; (b) that was known to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant by applicable law or regulation; provided, however, that Recipient limit such disclosure to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at only the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are Confidential Information so required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofdisclosed.

Exceptions. The Parties’ respective obligations Notwithstanding the foregoing, a Receiving Party may disclose any information which such Party is obligated under Section 15.1 will not apply this Agreement to any such information: keep confidential as follows: (aA) that isto which the other Disclosing Party consents in writing; (B) to officers, as employees and other representatives and attorneys of the time Receiving Party who need to know such confidential information for the purpose of its disclosure assisting or thereafter becomesadvising such Party, part provided that the Receiving Party informs each such officer, employee and other representative and attorney of the public domain through a source other than confidential nature of such information and such person is obligated to maintain the receiving Party; information in confidence; (bC) that was known to Third Parties whose consent or approval is required for consummating and performing the transactions contemplated herein to the receiving Party as of the time of its disclosure and was not otherwise extent necessary to obtain such consent or approval and, if practicable, subject to the agreement of such Third Party to maintain the confidentiality obligations; thereof; (cD) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be if required under a confidentiality obligation to the disclosing Party applicable law or (e) that is required to be disclosed pursuant to applicable lawin connection with any filings or registrations with any court, rulearbitration board, regulationadministrative agency or commission, requirement of any law enforcement or other governmental or regulatory body, agency, court order instrumentality or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement , which are required to be publicly disclosed consummate and perform the transactions contemplated by the Funds pursuant this Agreement; and (E) in order to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all use such information as evidence in or in connection with any pending or threatened litigation related to BNY Mellon hereunder this Agreement or any transaction contemplated hereunder; (F) each party shall have the right to disclose this agreement or portions of it in confidence as provided in this Article to a party with a need to know; but in each case only to the extent such disclosure is made strictly under necessary in connection with the conditions purpose for which disclosure is permitted and, if practicable, subject to the agreement of such Third Party to maintain the confidentiality thereof. The obligations of confidentiality set forth herein shall not apply to information generally available to the public or in Section 15.1 hereof and solely for the purposes possession of the performance of custodial services hereunder, Receiving Party prior to its disclosure under this Agreement or that any unauthorized disclosure or misuse of such information (including is given to the Receiving Party on a non-confidential basis by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone another person other than in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm obligations of confidentiality owed by such person to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Disclosing Party shall (in addition to all other rights and remedies they may have pursuant to under this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofAgreement.

Exceptions. The Parties’ respective obligations under Section 15.1 will imposed by this Agreement do not apply to any such information: the following: (a) that isConfidential Information, as of which, at the time of its disclosure disclosure, was already known to the Receiving Party or was generally available to the public or thereafter becomesbecame generally available to the public by publication or otherwise, part other than by breach of this Agreement. Confidential Information which is specific shall not be deemed to be within the public domain through a source other than merely because it is embraced by general knowledge in the receiving Party; public domain, and further, Confidential Information shall not be deemed to be within the public domain merely because its individual features are within the public domain, unless the combination of features and their nexus are in the public domain; (b) Confidential Information which is independently and lawfully made available as a matter of right by a third party, provided that was known upon Receiving Party’s receipt of or it becoming aware it is in possession of information that the Receiving Party should understand is considered by the Disclosing Party to be its Confidential Information, the Receiving Party agrees to inform Disclosing Party of such fact and to confirm the Receiving Party’s grounds to believe the right of the third party to have released such Confidential Information to the receiving Receiving Party as of free from any obligation to keep the time of its disclosure and was not otherwise subject to confidentiality obligations; relevant information confidential; (c) Confidential Information which the Receiving Party is compelled to disclose pursuant to any statute, law, rule or regulation of any government entity or by action or directive of any court or other tribunal of competent jurisdiction, provided that: (i) the Receiving Party has given the Disclosing Party prior written notice so that is independently developed by the receiving Disclosing Party without reference may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement; and (ii) the Receiving Party discloses only that portion of the Confidential Information reasonably required to such informationbe disclosed; and (d) that Confidential Information which is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed approved for release by the Funds pursuant to applicable law. Without limiting the generality prior written consent of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Disclosing Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereof.

Exceptions. The Parties’ respective obligations under Notwithstanding Section 15.1 will not apply 5.2(a), at any time prior to obtaining the Stockholder Approval: (i) the Company may (A) engage in negotiations or discussions with any Third Party and its Representatives and financing sources that have made after the date of this Agreement a bona fide, unsolicited written Acquisition Proposal that the Company Board reasonably believes (after consultation with its outside legal counsel and a financial advisor of nationally recognized reputation) constitutes or would reasonably be expected to lead to a Superior Proposal, and (B) thereafter furnish to such information: (a) that is, as of Third Party or its Representatives and financing sources non-public information relating to the time Company or any of its disclosure or thereafter becomes, part of the public domain through Subsidiaries pursuant to a source other than the receiving Party; (b) that was known confidentiality agreement with such Third Party with no material term less favorable to the receiving Party as of Company than those contained in the time of its disclosure Confidentiality Agreement and was not otherwise subject which permits the Company to confidentiality obligations; (c) that is independently developed by comply with the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdingsSection 5.2 (including this subsection (b)); provided, that disclosure of any and all such information (to BNY Mellon hereunder the extent that such information has not been previously provided or made available to Parent) is provided or made strictly under available to Parent, as the case may be, prior to or substantially concurrently with the time it is provided or made available to such Third Party); (ii) the Company Board may make an Adverse Recommendation Change as a result of the receipt of a bona fide, unsolicited written Acquisition Proposal, which the Company Board determines in good faith (after consultation with its outside legal counsel and a financial advisor of nationally recognized reputation) to constitute a Superior Proposal and with respect to which no breach of this Section 5.2 occurred, in the event that: (A) the Company provides Parent with four (4) Business Days notice of its intention to do so; provided, that in the event of any material revisions (it being understood and agreed that any amendment to the price shall be a material revision) to the Acquisition Proposal that the Company Board has determined to be a Superior Proposal, the Company shall be required to deliver a new written notice to Parent and to comply with the requirements of this Section 5.2 with respect to such new written notice; and (B) during the applicable notice period, if requested by Parent, the Company has engaged in good faith negotiations with Parent to make such adjustments to the terms and conditions of confidentiality this Agreement in such a manner than any Acquisition Proposal which was determined to constitute a Superior Proposal is no longer a Superior Proposal, and if Parent makes an offer prior to the expiration of such notice period, the Company Board determines in good faith, after consultation with a financial advisor of national recognized reputation and outside legal counsel, that the Superior Proposal continues to be a Superior Proposal in light of Parent’s offer; (iii) the Company Board may, solely in response to an Intervening Event, make an Adverse Recommendation Change; provided, however, that the Company Board may not make an Adverse Recommendation Change unless the Company shall have provided prior written notice to Parent at least four (4) Business Days in advance of its intention to make an Adverse Recommendation Change, which notice shall reasonably specify the basis upon which the Company Board intends to effect such Adverse Recommendation Change, and prior to effecting such Adverse Recommendation Change (A) the Company shall, if requested by Parent, during the four (4) Business Day notice period, have negotiated with Parent in good faith to make such adjustments in the terms and conditions of this Agreement so that the Company Board shall no longer conclude that a failure to make such Adverse Recommendation Change would result in a breach of its fiduciary duties to the stockholders of the Company, and (B) if, during the four (4) Business Day notice period, Parent made an offer to amend this Agreement that would, upon the Company’s acceptance, be binding on Parent, the Company Board after due consideration of such offer in good faith (after consultation with its outside legal counsel and a financial advisor of nationally recognized reputation), shall have concluded that the Intervening Event still requires the Company Board to make such Adverse Recommendation Change to avoid a breach of its fiduciary duties to the stockholders of the Company; and provided, further, that the Company Board shall not be permitted to effect an Adverse Recommendation Change pursuant to this Section 5.2(b)(iii) with respect to or in connection with any Acquisition Proposal (which shall be covered by and solely subject in all respects to Section 5.2(b)(ii)). (iv) subject to compliance with the procedures set forth in Section 15.1 hereof 8.1(d)(i), terminate this Agreement to promptly enter into a definitive agreement with respect to such Superior Proposal; in each case referred to in the foregoing clauses (i), (ii), and solely for (iv), only if the purposes of the performance of custodial services hereunderCompany Board determines in good faith, after consultation with outside legal counsel, that any unauthorized disclosure or misuse of the failure to take such information action would be inconsistent with its fiduciary duties under Delaware Law, and in the case referred to in the foregoing clause (including by BNY Mellon or any of its employees or agentsiii), or any trading on only if the basis of such information by anyone Company Board determines in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securitiesgood faith, after consultation with outside legal counsel, that access the failure to and use of any and all take such information shall be restricted as described action would result in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereofits fiduciary duties to the stockholders of the Company under Delaware Law. In addition, nothing contained herein shall prevent the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law Company Board from complying with Rule 14e-2(a) or in equity) be entitled Rule 14d-9 under the 1934 Act with regard to an injunctionAcquisition Proposal; provided that any such action taken or statement made shall be deemed to be an Adverse Recommendation Change, without the necessity of posting any bond or suretyother than (A) issuing a “stop, to restrain look and listen” disclosure or misusesimilar communication of the type contemplated by Rule 14d-9(f) under the 1934 Act, in whole so long as such disclosure or in partcommunication reaffirms the Company Recommendation, or (B) an express rejection of any information in violation an applicable Acquisition Proposal that also includes an express reaffirmation of Section 15.1 hereofthe Company Recommendation.

Exceptions. The Parties’ respective obligations under Section 15.1 will undertakings of CCO in relation to this Agreement shall not apply to any such informationConfidential Information: (a) that is, as of • which at the time of its disclosure or thereafter becomesis within the public domain, part other than as a result of a breach of these terms of engagement; • which falls into the public domain through a source other than the receiving Party; (b) that was known to the receiving Party as no fault of the time CCO, or any of its disclosure and was not otherwise subject to confidentiality obligationstheir respective directors, officers, employees, agents or professional advisers; (c) that • which is independently developed received by the receiving Party without reference to such information; (d) that is subsequently learned CCO from a third party who is lawfully in possession of such information, is not known to be under a confidentiality in breach of any legal or fiduciary obligation to the other party and who has not required that party to refrain from disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder others; or • disclosure of which is made strictly under necessary for the conditions receiving party to comply with any applicable legal or regulatory obligation provided that the receiving party has given the other party a reasonable opportunity to make representations as to the form and content of confidentiality set forth in Section 15.1 hereof such disclosure which representations the receiving party shall incorporate into the disclosure to the extent that it is reasonable; • which we are entitled to disclose to our advisers, including our legal advisers, auditors and solely insurers (for the purposes of the performance enabling us to make full notification to our insurers of custodial services hereunder, work that any unauthorized disclosure or misuse of we undertake for you that may result in an insurance claim. All such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access advisors are obliged to and use of any and keep all such information as confidential. CCO shall use its best endeavours to preserve the secrecy of your Client’s Confidential Information and shall inform you immediately if it becomes aware that Confidential Information has been disclosed to an unauthorised third party. Data Protection We do not use any of the data we hold about your Client to provide information on other products or services, nor do we ever pass on this information to any other party for such purposes. We only use the information provided for the purposes of administering quotations, offers and insurance policy and/or funding arrangements with the Provider and we do not keep it for longer than necessary. The only information retained by us regarding your Client’s case will be restricted as described that provided by you in Section 15.1 hereofthe course of the Permitted Purpose. We take your Client’s privacy seriously and will only use their personal information to deliver our services. Processing personal data is necessary for us to carry out our services. In line with our FCA requirements the data will be stored for at least 7 years. Arranging litigation finance or insurance will involve information being provided to us which is subject to litigation privilege and/or legal professional privilege. We will in turn share this information only with the Providers that have been agreed with you or your Client. The expectation is that the information shared with the participating Providers will remain privileged from disclosure. However, we cannot guarantee that will be the case. If there are any concerns regarding this issue, please contact us. Please note that is possible that your Client’s opponent may successfully apply for disclosure of the ATE or BTE legal expenses insurance policy itself. Law and Jurisdiction These terms of engagement will be governed by and construed in accordance with English law, and that BNY Mellon shall apprise all such persons having access claims and disputes between us arising out of or in connection with this letter will be determined in accordance with English law. Each party submits to the exclusive jurisdiction of the obligation hereunder courts of England in relation to all claims, disputes, differences or other matters arising out of these terms of engagement. Legal Representation It will be a requirement of our process of arranging litigation funding that you will be required to supply information, costs budgets and under applicable law possibly enter into a priority agreement (or similar) with any Providers. It is agreed that you as the Legal Representative will provide us with all reasonable cooperation and you should agree fee arrangements for any such work with the Client. We shall not be liable for any Legal Representation costs or associated expenses costs or any refusal on your behalf to prevent unauthorized disclosure meet the conditions of a Provider. Please note should the Client wish to change you as the Legal Representative during the course our engagement this may cause difficulties with the application process and any offers we receive may subsequently be declined or withdrawn. We reserve the right to charge reasonable additional administration fees in such Confidential Informationcircumstances. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm Exclusivity By signing this agreement you are agreeing to the exclusive appointment of CCO to investigate litigation funding and legal expenses insurance options. Approaching any other Partylitigation funders, insurers or brokers without our prior agreement will adversely affect our ability to deliver our services and may result offers or quotations being declined or withdrawn by Providers already approached by us. In these circumstances we reserve the right to terminate our engagement. Duty to Provide Information You are reminded that insurance contracts and finance arrangements are based on contracts of Utmost Good Faith and this places upon you a continuous duty to disclose all information that the Provider may consider relevant. It is the responsibility of both you as the Legal Representative and your Client to provide complete and accurate information when the policy is taken out and throughout the life of the policy cover or finance arrangement. Ensuring that all statements made on the application form and within the accompanying documentation are full and accurate to the best of your knowledge. If any material information is not disclosed to Providers, this may invalidate the insurance cover or funding agreement. Please note that should you become aware of any facts that may prejudice an offer or quotation you must notify us in writing immediately. Useful information about our services Application Fee By signing this agreement you are agreeing to pay the follow charges for which money damages our services. We charge a £350 application fee for our services. This will not provide an adequate remedy. Accordingly, be refunded in the event of our receiving a breach fee or commission payment from a Provider for the placement of Section 15.1 hereof, insurance or litigation funding in relation to the claim stated on this form. Please note that this fee is non-breaching Party shall (in addition refundable if we are unable to obtain offers or quotations from Providers, as this can never be guaranteed. We will be unable proceed with your application until we receive the application fee and signed completion of the Declarations section of this letter. Internal Review Once the completed application, supporting documents and application fee are received we will carry out our internal review of the information. This is to ensure that we have everything required to present the case to Providers. A clear and well-presented application submitted with all other rights the correct documentation will have a much better chance of being quoted and remedies they may have pursuant to this Agreement attract lower premiums and at law or in equity) be entitled to an injunction, without funding rates. It will also avoid possible delays dealing with requests for additional documentation. Time Scales In the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, absence of any specific deadline or urgency, we expect to receive responses (to a full application and presentation of facts) from the Providers within 21 working days. Please note that whilst 21 working days is our target turnaround time, should a case be particularly complex or require unusually high level of cover, it may take longer for some Providers to complete their assessment. If CCO believe this 21 working days target will be unrealistic, we will inform you of this at the earliest opportunity. Comparing Offers Having obtained one or more offers, we will present the options in an understandable format. Selecting Litigation Funding Generally, we do not make a recommendation in respect to which funding arrangement should be purchased. However, we endeavour to provide you with sufficient information in violation to assist, advise and help your Client make an informed decision. Selecting insurance solutions We can advise and make recommendations, according to specific demands and needs, on the suitability of Section 15.1 hereofinsurance policies and quotations. We will endeavour to provide you, or your Client, with sufficient information to make an informed decision. Arranging Insurance Contracts In order to maintain the highest possible level of service standards, and ensure that business continuity and compliance are fully met, CCO use the services of Straight Solutions Ltd for the processing of applications and all on-going insurance policy administration. Client Care Options Ltd is an Appointed Representative of Straight Solutions Ltd, an independent insurance intermediary authorised and regulated by the Financial Conduct Authority (FCA 315448).

Exceptions. The Parties’ respective obligations under Section 15.1 will foregoing shall not apply to any such information: (a) that isprohibit or limit the Receiving Party’s use, as disclosure, reproduction or dissemination of the time of its disclosure Disclosing Party’s Confidential Information which: (1) is or thereafter becomes, becomes public domain information or material through no fault or breach on the part of the public domain through a source other than Receiving Party; (2) as demonstrated by the receiving written records of the Receiving Party, was already lawfully known (without restriction on disclosure) to the Receiving Party prior to the information being disclosed to the Receiving Party by the Disclosing Party or any representative of the Disclosing Party; APEX Clearing Corporation. Full Service-Omnibus Execution Copy (b3) that was known has been or is hereafter rightfully furnished to the receiving Receiving Party as of without restriction on disclosure by a third person lawfully in possession thereof; (4) has been independently developed, by or for the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party Receiving Party, without reference to such informationthe Confidential Information of the Disclosing Party; or (d5) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed disclosed, but only to the extent required, by court order, or pursuant to applicable law, ruleregulation or self-regulatory organization rules, regulation, requirement of any law enforcement agency, court provided that the Receiving Party notifies the Disclosing Party so that the Disclosing Party may have a reasonable opportunity to obtain a protective order or other legal process or at the request form of a regulatory authorityprotection against disclosure. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed Notwithstanding any such compelled disclosure by the Funds pursuant Receiving Party, such compelled disclosure will not otherwise affect the Receiving Party’s obligations hereunder with respect to applicable lawConfidential Information, including Customer Information, so disclosed. Without limiting the generality It shall be presumed that any Confidential Information of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under Disclosing Party in the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes possession of the performance of custodial services hereunder, Receiving Party that any unauthorized disclosure or misuse of such information (including has been disclosed to it by BNY Mellon the Disclosing Party or any representative of its employees or agentsthe Disclosing Party is not within any of the exceptions above, or any trading and the burden is on the basis of such information Receiving Party to prove otherwise by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to records and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofdocumentation.

Exceptions. The Parties’ respective Receiving Party’s obligations under Section 15.1 will clause 7.1 shall not apply to any information if and to the extent the Receiving Party can document that such information: : (a) that is, as of was already lawfully known to the Receiving Party at the time of initial disclosure by the other Party (expressly excluding, where Seller or any of its disclosure Affiliates is the Receiving Party, the Transferred Materials, any unpublished patent applications included in the Transferred Patents, and any trade secrets or thereafter becomesother confidential and proprietary information contained in the Transferred IPRs (including as such trade secrets and other confidential and proprietary information may be included, part of the public domain through a source other than the receiving Party; incorporated or embodied in Successor Versions and Combination Versions); (b) that was known disclosed to the receiving Receiving Party as of by a third party who had the time of its right to make such disclosure and was not otherwise subject to without any confidentiality obligations; restrictions (including the confidentiality restrictions set forth herein or in any other Ancillary Agreement); (c) that is, or through no fault of the Receiving Party has become, generally available to the public; or (d) is independently developed by the receiving Receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm or reference to the other Party’s Confidential Information. In addition, the Receiving Party will be allowed to disclose Confidential Information of the other Party to the extent that such disclosure is: (i) expressly approved in writing by the other Party prior to such disclosure; (ii) necessary for which money damages will not provide an adequate remedy. Accordinglythe Receiving Party to enforce its rights under this Agreement in connection with a legal proceeding, provided that the Receiving Party shall, prior to disclosure and at its own expense, seek a protective order appropriate to preserve the other Party’s rights in the confidential nature of the Confidential Information; or (iii) required by law or by the order or a court of similar judicial or administrative body, provided that the Receiving Party notifies the other Party of such required EXECUTION VERSION disclosure promptly and in writing and cooperates with the other Party, at the other Party’s reasonable request and expense, in any lawful action to secure a protective order appropriate to preserve the event other Party’s rights in the confidential nature of a breach the Confidential Information or otherwise to contest or limit the scope of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofsuch required disclosure.

Exceptions. The Parties’ respective obligations of the Employee under Section 15.1 will Sections 1, 2, 3, 4, and 5 herein shall not apply to any such information: (a) that is, as of Confidential Information: a. which at the time of its disclosure is, or thereafter becomes, part available to the trade or the public without restriction other than through the fault, negligence, or other acts of the public domain through Employee; b. which is lawfully and in good faith obtained by the Employee from an independent third party without breach of this Agreement, as shown by documentation sufficient to establish the third party as a source other than of the receiving PartyConfidential Information, and not obtained by the third party from the Company or by unlawful or improper means; (b) that or c. which the Employee can establish, by documented and competent evidence, was known in his possession prior to the receiving Party as date of disclosure of such Confidential Information by the time of its disclosure and Company or an entity affiliated with the Company, or was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference Employee. Notwithstanding the above, however, the Employee and the Company further agree that individual elements of the Confidential Information may be or become available to the general public or a third party through no fault of the Employee, but that such information; (d) availability of individual elements of knowledge may not produce cognizant appreciation of the value of elements of knowledge and may not render known an integrated package of information having the value of the Company's integrated package of know-how with its various parameters already reconciled and optimized in substantial part. Accordingly, the Employee understands that is subsequently learned public availability, or the availability from a third party party, of the individual parts of the Confidential Information does not known to be under a confidentiality release his obligation to the disclosing Party or (e) of confidence for Confidential Information that is required not already publicly available. Further, the Employee will not be permitted to be disclosed pursuant justify disregard of the obligations of confidence by use of the Confidential Information or parts thereof to applicable lawguide a search to piece together a series of items of knowledge from unconnected sources, rule, regulation, requirement fitting them together by use of any law enforcement agency, court order or other legal process or at the request Company's package of Confidential Information to make a regulatory authorityshowing of nonsecrecy of such information. The Parties acknowledge that the existence and terms foregoing provisions of this Agreement are required to Section 6 notwithstanding, the Employee shall not be publicly disclosed by more burdened against use of information from public sources or third party sources than a third party competitor would be, had he not received disclosure of either the Funds pursuant to applicable law. Without limiting Confidential Information or the generality value of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon Confidential Information or any of its employees parts, and had he not had his interest therein sponsored or agents, initiated by knowledge of the Confidential Information or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on part thereof or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedyits value. Accordingly, subject to the restrictions set forth herein, the Employee remains free to act on and use available information from public sources or from third party sources when and to the extent a competitor of the Company, otherwise disinterested, would in the event natural course of a breach business learn of, appreciate the value of, and use such public source or third party source information without having responded to initiative or interest suggested by knowledge of Section 15.1 hereofthe Confidential Information, its parts or the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofvalue thereof.

Exceptions. The Parties’ respective obligations provisions of Section 10.1 shall not prohibit disclosure or use if and to the extent: (i) the disclosure or use is required by any bankruptcy and/or insolvency proceedings, law, any regulatory body or any stock exchange; (ii) the disclosure or use is required for the purpose of any judicial proceedings arising out of this Agreement or any other agreement entered into under Section 15.1 will not apply or pursuant to any such information: this Agreement; (aiii) that is, as the disclosure is made to a tax authority in connection with the tax affairs of the disclosing Party; (iv) the disclosure is made to professional advisers, auditors, contractors, employees, officers, directors, governmental entities and non- governmental entities and bodies (to the extent the Services involve the preparation of filings, tax returns or other documents intended or required to be filed with such entities or bodies), or actual or potential bidders, investors, financiers or buyers of either Party on terms that such persons (other than governmental entities and non-governmental regulatory entities and bodies) undertake to comply with confidentiality obligations broadly equivalent to those set out in this Section 10, including, in particular, the lenders, together with their professional advisers, under the Amended and Restated Senior Secured Superpriority Debtor-in-Possession Credit Agreement dated April 28, 2017 under which SUNE is the borrower (as amended, restated, supplemented or otherwise modified from time to time, the "Replacement DIP Credit Agreement"), subject to the confidentiality provisions set forth in the Replacement DIP Credit Agreement; (v) the information is or becomes publicly available (other than by breach of its this Agreement); (vi) the other Party has given prior written approval to the disclosure or thereafter becomes, part of use; (vii) the public domain through a source other than the receiving Party; (b) that was known to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that information is independently developed after the Effective Date; (viii) the disclosure or use is made in connection with the rejection of any contracts or release of any claims related thereto by SUNE or its Debtor Affiliates in connection with the receiving Party without reference to such informationChapter 11 Cases; or (dix) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that disclosure is required to be disclosed pursuant enable a Party to meet any employee information or consultation obligations in accordance with applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge ; provided that the existence and terms of this Agreement are required prior to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information pursuant to Section 10.2(i) or 10.2(iii), the Party concerned shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of promptly notify the obligation hereunder and under applicable law to prevent unauthorized disclosure other Party of such Confidential Information. The Parties acknowledge and agree requirement with a view to providing that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm other Party with the opportunity to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain contest such disclosure or misuse, in whole use or in part, otherwise to agree the timing and content of any information in violation of Section 15.1 hereofsuch disclosure or use.

Exceptions. The Parties’ respective restrictions and obligations under Section 15.1 set forth in Sections 12.1, 12.5 and 12.6 will not apply to any such information: Confidential Information: (a) that is, as of which is or becomes generally available to the time of its disclosure or thereafter becomes, public through no fault on the part of the public domain through Receiving Party; (b) which is lawfully in the possession of the Receiving Party (other than pursuant to the terms of this Agreement, the Joint Venture Agreement, the Option Agreement, each License Agreement, any Ancillary Agreement or any other related agreement), without restriction as to its disclosure, prior to the disclosure of such information by or on behalf of the Disclosing Party or the Company, as reasonably evidenced by appropriate documentation; (c) which lawfully becomes available to the Receiving Party from a source other than the receiving Party; (b) that was known to Disclosing Party and the receiving Party Company without any duty as of the time of its disclosure and was not otherwise subject to confidentiality obligationsor non-use; [**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. (cd) that which is independently developed or otherwise created by the receiving Receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation other than pursuant to the disclosing Party terms of this Agreement, the Joint Venture Agreement, the Option Agreement, each License Agreement, any Ancillary Agreement or any other related agreement) without the use of any Confidential Information of the Disclosing Party, as reasonably evidenced by appropriate documentation; or (e) that 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 applicable lawany Applicable Laws, rulejudgment, regulationdecree or order, (ii) as necessary to make regulatory filings and communications related to the ▇▇▇▇▇▇▇▇▇ Compounds 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 12.2(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 Party seeking to disclose or provide such information will give the other Parties prompt written notice of such requirement of any law enforcement agency, court order or and fully cooperate with the other legal process or at the request of a regulatory authority. The Parties acknowledge so that the existence 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 terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without (z) without limiting the generality of the preceding paragraphsforegoing, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdingsthe Parties will use commercially reasonable efforts to ensure that, that disclosure of any and all such information subject to BNY Mellon hereunder is made strictly under Applicable Laws, the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes list of the performance Products is redacted from any copy of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereofthis Agreement, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Joint Venture Agreement, the Option Agreement, each License Agreement and at law any Ancillary Agreement required to be filed with any government or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofregulatory body.

Exceptions. The Parties’ respective confidentiality obligations under Section 15.1 will 12.2.1 of this Agreement shall not apply to any such informationthe extent that: (a1) the Party who has received the Confidential Information (“Recipient”) is required to disclose Confidential Information by order or regulation of a governmental agency or court of competent jurisdiction subject to the provisions below, or (2) disclosures of Confidential Information are made to a Tax Authority in connection with the Tax affairs of the disclosing Party; (3) the Recipient can demonstrate that is, as of (i) the disclosed Confidential Information was at the time of such disclosure to Recipient already in the public domain, or was put into the public domain, other than as a result of actions of Recipient, its Sub-Contractors, agents, direct employees, consultants or representatives, in violation hereof; (ii) the disclosed Confidential Information was known by Recipient (as shown by its written records) prior to the date of disclosure to Recipient from sources legally entitled to disclose the same or thereafter becomes, part is independently developed without regard to the Confidential Information (as shown by its written records); or (iii) the disclosed Confidential Information was received by Recipient (as shown by its written records) on an unrestricted basis from a source unrelated to any Party to this Agreement and not under a duty of confidentiality to the other Party. Each Party shall have the further right to disclose the Confidential Information of the public domain through a source other than the receiving Party; (b) that was known to the receiving Party as of required by Applicable Law, including the rules and regulations promulgated by any relevant securities and exchange commission and/or the regulatory bodies and authorities governing securities issues in foreign jurisdictions and to disclose such information to stockholders or potential investors as is customary for publicly-held companies (as the case may be at the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to disclosure), provided the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm provides to the other Party, for which money damages will not provide to the extent practicable, a copy of the information to be disclosed and an adequate remedy. Accordinglyopportunity to comment thereon prior to such disclosure, and, to the extent practicable, consults within a reasonable time in advance of the event of a breach of Section 15.1 hereof, proposed disclosure with the non-breaching other Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without on the necessity for the disclosure and the text of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofthe proposed release.

Exceptions. The Parties’ respective obligations under Section 15.1 will not apply to any such informationConfidential Information excludes information that: (a) that is, as of was in the public domain at the time of its disclosure it was disclosed or thereafter becomes, part of has become in the public domain through no fault of the Receiving Party; (b) becomes known to the Receiving Party through lawful means, at the time of disclosure, and was acquired by such Receiving Party after the Effective Date as demonstrated by the Receiving Party; (c) was independently developed by the Receiving Party without any use of the Confidential Information; or (d) becomes known to the Receiving Party, without restriction, from a source other than the receiving Providing Party; provided that such information was provided (bi) under the circumstances of disclosure that was known the Receiving Party does not have a duty of non-disclosure owed to such third party, (ii) to the receiving Party as Receiving Party's knowledge, the disclosing party's disclosure is not violative of a duty of non-disclosure owed to another, including the time of its Receiving Party, and (iii) the disclosure and was by the third party is not otherwise subject to confidentiality obligations; (c) that is independently developed by unlawful. In the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge event that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphsReceiving Party, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees representatives, becomes legally compelled by deposition, interrogatory, request for documents, subpoena, civil investigative demand or agentssimilar judicial or administrative process to disclose any Providing Party's Confidential Information, or any trading on the basis Receiving Party shall provide prompt prior written notice of such information by anyone in receipt of requirement and cooperate with the Providing Party to obtain a protective order or similar remedy to cause the Providing Party's Confidential Information not to be disclosed, including interposing all available objections thereto. In the event that such information) may constitute a criminal offense of trading on protective order or tipping of material inside information regarding publicly traded securitiesother similar remedy is not obtained, the Receiving Party shall furnish only that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access portion of the obligation hereunder Providing Party's Confidential Information that has been legally compelled and under applicable law shall exercise reasonable best efforts to prevent unauthorized disclosure of obtain assurance that "highly confidential" treatment will be accorded such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereof.

Exceptions. The Parties’ respective None of the provisions of this Additional Protocol may be construed to prevent a Party from adopting or maintaining measures for prudential reasons for such purposes as: Protecting investors, depositors or other creditors, policy holders or policy beneficiaries or persons with whom a financial institution or cross-border financial services provider has a fiduciary duty; Maintaining the financial security, solvency, integrity or responsibility of individual financial institutions or cross-border financial services providers; or Guaranteeing the integrity or stability of the financial system. Where such measures do not comply with the provisions of this Additional Protocol, they may not be used to evade the commitments or obligations under Section 15.1 will not entered into by the Parties in accordance with said provisions. No provision of this Additional Protocol shall apply to the generally applicable non-discrimination measures adopted by any such information: public entity in accordance with monetary and related credit and exchange policies. This paragraph shall not affect one Party's obligations in accordance with Article 10.8 (aPerformance Requirements) that iswith respect to the measures covered in Chapter 10 (Investment) or in accordance with Article 10.11 (Transfers) or 9.13 (Transfers and Payments). Notwithstanding the provisions of Article 10.11 (Transfers) and Article 9.13 (Transfers and Payments), as in the terms included in this Chapter, a Party may prevent or limit transfers from a financial institution or cross-border financial services provider to, or for the benefit of, any person linked or related to said institution or provider, through the fair, non-discriminatory and good faith application of measures related to the maintenance of financial security, solvency, solidity, integrity or responsibility of the time financial institutions or cross-border providers of its disclosure financial services. This paragraph shall be applied without prejudice to any other provision of this Additional Protocol which allows a Party to restrict transfers. For greater certainty, no provision of this Chapter may be construed to prevent a Party from adopting or thereafter becomesapplying those measures necessary to ensure the observance of laws or regulations which are not incompatible with this Chapter, part of the public domain through a source other than the receiving Party; (b) that was known including those related to the receiving Party as prevention of practices which lead to error and fraudulent practices or to address the time effects of its disclosure and was not otherwise non-compliance of financial services contracts, subject to confidentiality obligations; (c) the demands of said measures, are not applied in such a way that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) they may constitute a criminal offense means of trading arbitrary or unjustified discrimination between countries in which similar conditions prevail or a disguised restriction on investment in financial institutions or tipping of material inside information regarding publicly traded securitiescross-border trade in financial services, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to are covered by this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofChapter.

Exceptions. The Parties’ respective obligations under Notwithstanding Section 15.1 9.1, the restrictions provided in this Article 9 will not apply to any information that is (and such information: information will not be considered confidential or proprietary under this Agreement) (a) that is, already publicly available or in the public domain as of the time of its disclosure Effective Date or thereafter becomesbecomes publicly known through no act, part omission or fault of the public domain through a source other than receiving Party or any third party to whom the receiving PartyParty provided such information; (b) that with respect to Proprietary Information, is or was known already in the possession of the receiving Party at the time of disclosure by the disclosing Party, except to the extent same constitutes the intellectual property, process, protocols, best practices and technology reasonably required to produce the Products, in which case Greatbatch shall keep same confidential as if it were the Proprietary Information of Customer unique to the Products and; (c) is disclosed to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned on an unrestricted basis from a third party not known under an obligation of confidentiality to the other Party or any affiliate of such other Party with respect to such information; or (d) information that is identical to, or similar in nature to the purported Proprietary Information but has been independently created, as evidenced by written or electronic documentation, without any aid, application or use of the confidential Proprietary Information. A disclosure as required by Applicable Law will not be considered to be under a confidentiality obligation violation of this Article 9, provided that the receiving Party uses reasonable efforts to give the disclosing Party or (e) advance notice , if legally permitted, of such required disclosure in sufficient time to enable the disclosing Party to seek confidential treatment for such information, and provided further that the receiving Party provides all reasonable cooperation to assist the disclosing Party to protect such information and limits the disclosure to that information which is required by Applicable Law to be disclosed pursuant disclosed. Moreover, either Party may use Proprietary Information to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at enforce the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required or any ancillary agreement between the Parties or their affiliates if it gives reasonable advance notice to be publicly disclosed by the Funds pursuant other Party to applicable law. Without limiting permit the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of other Party a sufficient opportunity to take any and all such information measures to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse ensure confidential treatment of such information (including by BNY Mellon or any of its employees or agents, or any trading on and the basis of such information by anyone in receipt disclosing Party will provide reasonable cooperation to protect the confidentiality of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereof.

Exceptions. The Notwithstanding the prohibition in Section X(B), a party (the “Disclosing Party”) shall be entitled to disclose Confidential Information about the other parties (the “Non-Disclosing Parties’ respective ”): (1) where CCT is the Disclosing Party, to its Controlled Affiliates and its and their Representatives to the extent necessary to permit CCT, its Controlled Affiliates, and its and their Representatives to produce Licensee’s products and services and with respect to Licensor, to its Affiliates and its and their Representatives to perform their obligations under Section 15.1 will not apply hereunder; (2) to any the extent such information: (a) that is, as of the time of its disclosure or thereafter becomes, information becomes lawfully part of the public domain through or is obtained from a source third-party other than in violation of this or any other restrictive agreement with the receiving Disclosing Party, its Affiliates or Controlled Affiliates (as applicable) and their Representatives; (b3) as compelled or required by a valid subpoena or other legal mandate; provided, however, in the event that was known to the receiving Disclosing Party or its Representatives receive such a subpoena or other legal mandate, it shall provide the Non-Disclosing Parties with prompt written notice of same as far in advance as practicable of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by date the receiving Disclosing Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement make such disclosure so that the Non-Disclosing Parties may seek an appropriate protective order for the Confidential Information or waive compliance with the provisions of any law enforcement agency, court Section X (B); and in the absence of a protective order or other legal process or at the request receipt of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services waiver hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon the Disclosing Party or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. AccordinglyRepresentatives is nonetheless, in the event written opinion of a breach such party’s legal counsel, so compelled to disclose the Confidential Information, such party or its Representative may disclose only that portion of Section 15.1 hereofthe Confidential Information that is, based on the written advice of its legal counsel, legally required to be disclosed; (4) as required by applicable law, rule or regulation, including without limitation, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, rules of any information in violation exchange or quotation system on which Licensee’s, its Controlled Affiliates’, Licensor’s, or its Affiliates’ class or series of Section 15.1 hereofequity is listed or quoted for trading, as applicable; (5) as is necessary to enforce the terms of this Agreement.

Exceptions. The Parties’ respective confidentiality obligations under Section 15.1 will 12.2.1 of this Agreement shall not apply to any such information: the extent that (a1) the Party who has received the Confidential Information (“Recipient”) is required to disclose Confidential Information by order or regulation of a governmental agency or court of competent jurisdiction subject to the provisions below, or (2) disclosures of Confidential Information are made to a Tax Authority in connection with the Tax affairs of the disclosing Party; (3) the Recipient can demonstrate that is, as of (i) the disclosed Confidential Information was at the time of such disclosure to Recipient already in the public domain, or was put into the public domain, other than as a result of actions of Recipient, its Sub-Contractors, agents, direct employees, consultants or representatives, in violation hereof; (ii) the disclosed Confidential Information was known by Recipient (as shown by its written records) prior to the date of disclosure to Recipient from sources legally entitled to disclose the same or thereafter becomes, part is independently developed without regard to the Confidential Information (as shown by its written records); or (iii) the disclosed Confidential Information was received by Recipient (as shown by its written records) on an unrestricted basis from a source unrelated to any Party to this Agreement and not under a duty of confidentiality to the other Party. Each Party shall have the further right to disclose the Confidential Information of the public domain through a source other than the receiving Party; (b) that was known to the receiving Party as of required by Applicable Law, including the rules and regulations promulgated by any relevant securities and exchange commission and/or the regulatory bodies and authorities governing securities issues in foreign jurisdictions and to disclose such information to stockholders or potential investors as is customary for publicly-held companies (as the case may be at the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to disclosure), provided the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm provides to the other Party, for which money damages will not provide to the extent practicable, a copy of the information to be disclosed and an adequate remedy. Accordinglyopportunity to comment thereon prior to such disclosure, and, to the extent practicable, consults within a reasonable time in advance of the event of a breach of Section 15.1 hereof, proposed disclosure with the non-breaching other Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without on the necessity for the disclosure and the text of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofthe proposed release.

Exceptions. The Parties’ respective obligations under Section 15.1 will not apply to any such information: 13.5.1 For the purposes of this Condition 13.5, “Disclosing Party” and “Protected Party” shall be construed as follows: (a) that isin respect of National Grid’s obligations under Condition 13.1, as of the time of its disclosure or thereafter becomes, part of Disclosing Party is National Grid and the public domain through a source other than Protected Party is the receiving Party; Customer; (b) that was known in respect of the Customer’s obligations under Condition 13.2, the Disclosing Party is the Customer and the Protected Party is National Grid. 13.5.2 Nothing in Condition 13.1 or 13.2 shall apply: (a) to the receiving disclosure or use by the Disclosing Party of Protected Information to which the Protected Party has consented in writing; (b) to any Protected Information which: (i) before it is obtained by the Disclosing Party is in the public domain; or (ii) after it is obtained by the Disclosing Party enters the public domain; in either case otherwise than as a result of a breach by the time Disclosing Party of its disclosure and was not otherwise subject to confidentiality obligations; obligations under Condition 13.1 or 13.2 (as the case may be); (c) to the disclosure of any Protected Information to any person if and to the extent that the Disclosing Party is independently developed by the receiving Party without reference required to make such disclosure to such informationperson: (i) in compliance with the duties of the Disclosing Party under the Gas Act or any other requirement of a Competent Authority; or (ii) in compliance with the conditions of the National Grid GT Licence (where the Disclosing Party is National Grid) or the Customer’s Supplier Licence (where the Disclosing Party is the Customer) or any document referred to in such licence with which the Disclosing Party is required by virtue of the Gas Act or such licence to comply; or (iii) in compliance with any other Legal Requirement; or (iv) in response to a requirement of any stock exchange or regulatory authority or the Panel on Take-overs and Mergers; or (v) pursuant to Condition 18 or any judicial or other arbitral process or tribunal having jurisdiction in relation to the Disclosing Party; or (d) that is subsequently learned from a third party not known to be under a confidentiality obligation any Protected Information to the disclosing extent that the Disclosing Party is expressly permitted or required to disclose that information under the terms of any of the Metering Agreements or any other agreement or arrangement to which National Grid and the Customer are a party; (e) that is required to be disclosed pursuant the disclosure of Protected Information to applicable law, rule, regulation, requirement of any law enforcement agency, court order lending or other legal process financial institution proposing to provide or at arrange the request provision of a regulatory authority. The Parties acknowledge finance to the Disclosing Party, where and to the extent that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely reasonably required for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure provision or misuse arrangement of such finance, and provided that the person to whom the information (including by BNY Mellon or any of its employees or agents, or any trading on is disclosed undertakes in writing to and in terms reasonably satisfactory to the basis of such information by anyone in receipt Protected Party to maintain the confidentiality of such information; (f) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use the disclosure of any and all Protected Information to the Authority, where the Disclosing Party considers in good faith that the Protected Party may be in breach of a condition of the National Grid GT Licence (where the Protected Party is National Grid) or the Customer’s Supplier Licence (where the Protected Party is the Customer), to the extent reasonably necessary to draw such possible breach to the attention of the Authority. 13.5.3 Nothing in Condition 13.1 shall apply to the disclosure by National Grid of Protected Information: (a) to any Customer Agent where the disclosure by National Grid of such Protected Information to the Customer would not have infringed Condition 13.1; or (b) to the Authority where such information shall be restricted as is accessible by the Authority by or from the Rainbow System to the extent of the access and in accordance with any function or facility thereof described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access the Rainbow MAM Manual; or (c) to a Consumer or other relevant party to the extent designated by the Authority within standard condition 31 of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofNational Grid GT Licence.

Exceptions. The Parties’ respective obligations under Notwithstanding Section 15.1 will not apply to 6.03(a), at any such information: (a) that is, as of the time of its disclosure or thereafter becomes, part of the public domain through a source other than the receiving Party; (b) that was known prior to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms approval of this Agreement are required by the Company’s shareholders: (i) the Company, directly or indirectly through advisors, agents or other intermediaries, may (A) contact any Third Party that has made after the date of this Agreement a bona fide Acquisition Proposal to clarify and understand the terms and conditions thereof to the extent the Special Committee shall have determined in good faith that such contact is necessary to determine whether such Acquisition Proposal constitutes a Superior Proposal or could reasonably be expected to lead to a Superior Proposal, (B) engage in negotiations or discussions with any Third Party and its Representatives or financing sources that has made after the date of this Agreement a bona fide Acquisition Proposal that the Board of Directors of the Company determines (upon recommendation of the Special Committee) could be expected to lead to a Superior Proposal and (C) furnish to such Third Party or its Representatives or financing sources non-public information relating to the Company or any of its Subsidiaries pursuant to a confidentiality agreement (a copy of which shall be provided for informational purposes only to Parent) with such Third Party with terms no less favorable to the Company than those contained in the confidentiality agreement dated November 4, 2015 between the Company and Baihe (the “Confidentiality Agreement”); provided that (1) such confidentiality agreement may contain a less restrictive or no standstill restriction, in which case the Confidentiality Agreement shall be deemed to be publicly disclosed by the Funds pursuant amended to applicable law. Without limiting the generality of the preceding paragraphscontain only such less restrictive provision, BNY Mellon acknowledges or to omit such provision, as applicable, and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and (2) all such information (to BNY Mellon hereunder the extent that such information has not been previously provided or made available to Parent) is provided or made strictly under available to Parent, as the conditions case may be, prior to or substantially concurrently with the time it is provided or made available to such Third Party) and (D) take any non-appealable, final action that any court of confidentiality competent jurisdiction orders the Company to take; (ii) the Board of Directors of the Company may make an Adverse Recommendation Change; and (iii) subject to compliance with the procedures set forth in Section 15.1 hereof 6.03(c)(ii), the Company may terminate this Agreement to enter into a definitive agreement with respect to such Superior Proposal; in each case referred to in the foregoing clauses (i), (ii) and solely for (iii) only if the purposes Board of Directors of the performance Company determines (upon the recommendation of custodial services hereunderthe Special Committee) in good faith, after consultation with outside legal counsel, that the failure to take such action could be inconsistent with its fiduciary duties under Applicable Law. In addition, nothing contained herein shall prevent the Company, the Board of Directors of the Company or the Special Committee from (i) complying with its disclosure obligations under U.S. federal or state or non-U.S. Law, including (A) disclosure of factual information regarding the business, financial condition or results of operations of the Company, (B) taking and disclosing to its shareholders a position contemplated by Rule 14e-2(a), Rule 14d-9 or Item 1012(a) of Regulation M-A promulgated under the Exchange Act (or any unauthorized similar communication to shareholders in connection with the making or amendment of a tender offer or exchange offer); provided that any such disclosure (other than a “stop, look and listen” communication of the type contemplated by Rule 14d-9(f) under the Exchange Act or a statement that the Board of Directors of the Company or the Special Committee has received and is currently evaluating such Acquisition Proposal) that does not include an express rejection of any applicable Acquisition Proposal or an express reaffirmation of its recommendation in favor of the Transactions shall be deemed to be an Adverse Recommendation Change or (ii) issuing a “stop, look and listen” disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access similar communication of the obligation hereunder and type contemplated by Rule 14d-9(f) under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereof1934 Act.

Exceptions. The Parties’ respective obligations under Section 15.1 will not apply RADCOM shall have no liability or obligation to any such information: (a) that is, as of the time Indemnified Parties for that portion of its disclosure or thereafter becomes, part a Covered Loss which is based on (and only to the extent such portion is based on): use of the public domain through Provided Elements by the Indemnified Parties in a source manner that constitutes a material breach of this Agreement (including use of the Software in a manner that violates the license grant in the ESLA); or an unauthorized modification of the Provided Elements by an Indemnified Party; or an Indemnified Party’s deliberate continued use of the Provided Elements in their unchanged, unmodified form after the Likely Implementation Date after RADCOM has promptly consulted with such Indemnified Party as to RADCOM’s -provided modifications or changes in the Provided Elements (e.g., a new version of the Software) required to avoid such Covered Claim and offered to implement those modifications or changes at RADCOM’s sole expense if (i) such Covered Claim would have been avoided by such implementation of such modifications or changes, and (ii) the modified or changed Provided Elements were functionally equivalent while retaining the quality of the original Provided Elements and complying fully with all representations and warranties set forth in this Agreement (the “Likely Implementation Date” being the first date by which all such RADCOM-provided modifications or changes could reasonably have been fully and successfully implemented without causing any material business disruption to the Indemnified Party); or RADCOM’s contractually required conformance to Amdocs’ and [**] written specifications, unless any one or more of the following is true: there was a technically feasible non-infringing means of complying with those specifications; or the relevant specifications are designed to bring the Provided Elements into compliance with, or have the Provided Elements conform to, an industry standard promulgated by a generally recognized industry standards-setting body (e.g., IEEE, ITU, 3GPP, ETSI, W3C, etc.); the Provided Elements are or have been provided by or on behalf of RADCOM to any third party at any time; or the Provided Elements are or have been available on the open market (i.e., provided or offered for general availability to all interested customers by a third party other than the receiving Partythird party who brought the Covered Claim against the Indemnified Parties) at any time; or the relevant specifications for the Provided Elements are of RADCOM’s (b) that was known to the receiving Party as of the time or one or more of its disclosure and was not otherwise subject to confidentiality obligations; (csub-suppliers’) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable laworigin, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agentsdesign, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofselection.

Exceptions. The Parties’ respective foregoing confidentiality obligations under Section 15.1 will shall not apply to any Confidential Information to the extent the recipient party can establish by competent documentary proof that such information: Confidential Information: (a) that is, as of Was already properly known to the recipient party at the time of its disclosure disclosure; (b) Was generally available to the public or thereafter becomes, otherwise part of the public domain through a source other than the receiving Party; (b) that was known to the receiving Party as of at the time of its disclosure and was not otherwise subject to confidentiality obligations; the recipient party; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation Became generally available to the disclosing Party public or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality otherwise part of the preceding paragraphspublic domain after its disclosure or development, BNY Mellon acknowledges as the case may be, and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes other than through an act or omission of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon recipient party or any of its employees or agentsRepresentatives; (d) Was properly disclosed to the recipient party by a third party who had no obligation to keep such information confidential to others; or (e) Was developed independently by, or any trading on behalf of, recipient party without use of, reference to, or reliance on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such other party’s Confidential Information. The Parties acknowledge and agree that Where the recipient party (or any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm its Representatives) is required to disclose the other Partyparty’s Confidential Information pursuant to applicable Laws, for which money damages will not provide an adequate remedy. Accordingly, in including any court or administrative proceedings or the event of a breach of Section 15.1 hereoflike, the non-breaching Party recipient party shall immediately notify the other party in writing of such requirement so that the other party has a meaningful opportunity to seek an appropriate protective order to prevent to such disclosure, and if so requested the recipient party shall cooperate in such efforts. If, after providing such notice and assistance as required herein, the recipient party (in addition or any of its Representatives) remains legally required to all disclose any Confidential Information, the recipient party (and its Representatives) shall disclose no more than that portion of the Confidential Information which, on the advice of the recipient party’s legal counsel, the recipient party (or its Representatives) is legally required to disclose and, upon the other rights and remedies they may have pursuant party’s request, shall use commercially reasonable efforts to this Agreement and at law obtain assurances from the applicable court or in equity) agency that such Confidential Information will be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofafforded confidential treatment.

Exceptions. The Parties’ respective obligations under Section 15.1 will not apply to any such information: A Party or its Affiliates may disclose Confidential Information, on or after the Effective Date, only: (a) On a confidential basis, to advise its actual or potential Authorized Third Parties that isthey are licensed under the Forgent Patents and the extent to which they are licensed; (b) If required by court order, governmental agency or as otherwise may be required by law, provided the Party required to disclose gives the other Party written notice at least ten (10) days prior to disclosure to enable the other Party to seek a protective order, and reasonable steps are taken by the disclosing Party to maintain the confidentiality of the time of its disclosure or thereafter becomesConfidential Information; (c) If required to enforce rights under this Agreement, part and reasonable steps are taken by the disclosing Party to maintain the confidentiality of the public domain through Confidential Information; or (d) To the extent reasonably necessary, on a source other than the receiving confidential basis, to: (i) its accountants, attorneys, and financial advisors; (ii) its present or future providers of venture capital and/or potential investors in or Acquirers of such Party; (biii) any governmental body having jurisdiction and calling therefore; (iv) legal counsel representing a Party or representing an Entity proposing to merge with or acquire the Party or one of its Affiliates; (v) a Party’s insurer; or (vi) third parties in connection with financing or potential acquisition activities; provided that, in the situations described in (ii) through (vi), such Party exercises reasonable efforts, consistent with industry norms, to obligate such third parties to maintain the confidentiality of the Confidential Information. (e) Forgent may only publicly issue an announcement substantially similar to what is attached as Exhibit E as its press release and body of its initial Form 8-K with respect to this Agreement. Notwithstanding the confidentiality obligations in this Agreement, each Party acknowledges and agrees that was known the other Party may comply with its securities disclosure obligations under applicable laws and regulations, including securities laws and regulations and continuous disclosure obligations, including referencing or disclosing this Agreement and any of its statements as required (each such disclosure as to this Agreement or any of its Exhibits, a “Securities Disclosure”) subject to the receiving provisions of this Section. In making a Securities Disclosure, each Party as agrees to act in good faith to maintain the confidentiality of this Agreement, each provision hereof, and each Exhibit hereto, to the time of greatest extent reasonably possible, consistent with all legal and regulatory obligations. In all instances, the Party making a Securities Disclosure shall consult with the other Party at least five (5) days prior to releasing or filing the Securities Disclosure and respond to any related request for confidential treatment (“CTR”). Following its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to response, the disclosing Party or (e) shall provide reasonable opportunity for discussion at the request of the other Party regarding the CTR and the scope of the Securities Disclosure. Any disclosing Party agrees to work in good faith with the other Party regarding any Securities Disclosure and any CTR to implement the foregoing, with the understanding that the disclosing Party maintains full authority to determine in good faith, consistent with the foregoing obligations, the extent of disclosure that is required to be disclosed pursuant made to comply with all applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence laws and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofregulations.

Exceptions. The Parties’ respective obligations under Section 15.1 will not obligation of non-disclosure does not, or no longer, apply to any such information: to: (a) that is, Confidential Information which is in the possession of the Recipient not as a result of any improper inaction or action of the Recipient without obligations of confidentiality at the time of disclosure as shown by the Recipient’s and/or its Affiliate’s files and records prior to the time of disclosure; and/or (b) Confidential Information which becomes prior to or after the time of disclosure or thereafter becomes, part of the public domain knowledge or literature, but through a source other than the receiving Party; (b) that was known to the receiving Party as no fault or improper inaction or action of the time of its disclosure and was not otherwise subject Recipient or any Third Party to confidentiality obligationswhom the Recipient might have provided the Confidential Information; and/or (c) Confidential Information rightfully acquired from others who did not obtain it under the pledge of secrecy to the disclosing Party; and/or (d) Confidential Information that is independently developed by or on behalf of the receiving Party Recipient without reference to such informationthe Confidential Information of the disclosing Party, as can be shown through documentation; and/or (de) that Confidential Information which is subsequently learned from a third party not known requested or ordered to be under disclosed by a confidentiality obligation to governmental authority, court or arbitral proceedings, or otherwise by mandatory law. On receipt of such request or order, the Recipient shall notify immediately the disclosing Party or (e) without any delay of such pending disclosure so that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court a protective order or other legal process or at appropriate remedy may be obtained. If such an order is not available, the request Recipient shall only discloses the minimum portion of a regulatory authority. The Parties acknowledge Confidential Information that the existence is legally compelled to disclose; and/or (f) Confidential Information which is specifically and terms of this Agreement are required to be publicly disclosed expressly approved by the Funds pursuant disclosing Party and/or its Affiliate in writing for release prior to applicable law. Without limiting such release. (g) Any high level tours of manufacturing line(s) installed or otherwise constructed at Nikola’s facilities that are derived from or based upon the generality Licensed Materials in the Licensed Territory so long as the following criteria are met: (i) the high level tours are only provided to Nikola customers, service partners or suppliers that are not fuel cell competitors of Bosch or its Affiliates, and (ii) prior to any high level tours, each customer, service partner or supplier has entered into a written confidentiality agreement with Nikola and Bosch that is at least as restrictive as the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality terms set forth in Section 15.1 hereof and solely this FCPM License. Additionally, the Recipient is hereby notified that, as set forth in 18 U.S.C. §1833(b), he/she does not have criminal or civil liability under U.S. trade secret law for the purposes following disclosures of a trade secret, subject to Section 10.2(e): i. disclosure in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, provided the disclosure is for the sole purpose of reporting or investigating a suspected violation of law; and/or ii. disclosure in a complaint or other document filed in a lawsuit or other proceeding if such filing is made under seal. In case the Recipient is claiming a right of disclosure under Section 10.2, it has the burden of proof in establishing any of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofabove mentioned exceptions.

Exceptions. The Parties’ respective obligations under Section 15.1 restrictions set forth in this Article 11 will not apply prevent either Party from (i) disclosing Confidential Information in connection with preparing, filing, prosecuting or maintaining its patent rights, (ii) disclosing Confidential Information to any such information: (a) that is, as of the time of its disclosure or thereafter becomes, part of the public domain through a source other than the receiving Party; (b) that was known Authorities to the receiving Party as of the time of its disclosure and was not otherwise subject extent required or desirable to confidentiality obligations; obtain a regulatory approval, (ciii) that is independently developed by the receiving Party without reference disclosing Confidential Information to such information; investors (d) that is subsequently learned from a third party not known to be under a confidentiality agreement at least as restrictive as the provisions of this Article 11), (iv) disclosing Confidential Information to underwriters and financial advisors (under an obligation to of confidentiality) in connection with the disclosing Party public offering of securities, or (ev) disclosing Confidential Information that is reasonably determined is required to be disclosed pursuant by the Receiving Party (to comply with applicable law, rule, regulation, requirement of any law enforcement agency, court order securities or other legal process laws) to public investors or at governmental agencies in connection with the request public offering of a regulatory authoritysecurities, provided that in all of the above cases, the Party disclosing Confidential Information of the Disclosing Party will use all reasonable efforts to provide prior written notice of the disclosure to the Disclosing Party and to take reasonable and lawful actions to avoid or limit the disclosure or to assist the Disclosing Party in avoiding or limiting the disclosure. The Parties acknowledge that Further, either Party may also disclose the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant its attorneys and advisors, to applicable law. Without limiting the generality potential acquirors in connection with a potential change of control transaction or asset sale, stock sale or merger transaction and to existing and potential investors or lenders of the preceding paragraphsParty, BNY Mellon acknowledges as a part of their due diligence investigations, or to potential permitted assignees, in each case under an agreement to keep the terms of this Agreement confidential under terms of confidentiality and agrees that Customers are prohibited non-use substantially similar to the terms contained in this Agreement. Client may attach and disclose the content of this Agreement in its public filings (after prior review by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information Patheon not to BNY Mellon hereunder is made strictly exceed 10 business days)) to the extent required under the conditions Securities Act of confidentiality set forth in Section 15.1 hereof and solely for 1933, as amended, the purposes Securities Exchange Act of the performance of custodial services hereunder1934, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agentsas amended, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and regulations promulgated under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofthese Acts.

Exceptions. The Parties’ respective obligations under Notwithstanding Section 15.1 will 7.03(a), at any time prior to the receipt of the Stockholder Approval: (i) If, after receipt of a bona fide written Acquisition Proposal (if the Company did not apply to materially violate Section 7.03(a)) from any Person or group, the Board determines in good faith, after consultation with its outside legal counsel and financial advisers, that such information: (a) that Acquisition Proposal is, as of or is reasonably likely to lead to, a Superior Proposal and that failure to take the time of its disclosure or thereafter becomes, part of the public domain through a source other than the receiving Party; (b) that was known to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality actions set forth in Section 15.1 hereof clauses (A) or (B) would be reasonably likely to be inconsistent with its fiduciary duties under Applicable Law, the Company, directly or indirectly through any of its Representatives or other intermediaries, may (A) engage in negotiations or discussions with such Third Party with respect to such Acquisition Proposal and solely for (B) furnish to such Third Party or its Representatives non-public information relating to the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon Company or any of its employees Subsidiaries and afford access to the business, properties, assets, books or agents, records of the Company or any trading on the basis of such information by anyone in receipt of such information) may constitute its Subsidiaries pursuant to a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, Third Party Confidentiality Agreement; provided that access to and use of any and all such information shall be restricted (to the extent that such information has not been previously provided or made available to Parent) is provided or made available to Parent, as described in Section 15.1 hereofthe case may be, prior to or substantially concurrently with the time it is provided or made available to such Third Party and that BNY Mellon shall apprise the Company complies with Section 7.03(d); (ii) the Board may make an Adverse Recommendation Change if, after receipt of a bona fide written Acquisition Proposal (if the Company did not materially violate Section 7.03(a)) from any Person or group that has not been withdrawn, (X) the Board determines in good faith, after consultation with its outside legal counsel and financial advisers, that such Acquisition Proposal is a Superior Proposal (and continues to be a Superior Proposal after the Company has complied with Section 7.03(e)) and failure to take such action would be inconsistent with its fiduciary duties under Applicable Law and (Y) the Company has complied in all material respects with Sections 7.03(d) and (e); and (iii) the Company may terminate this Agreement to enter into Acquisition Proposal Documentation with respect to a Superior Proposal if, after receipt of a bona fide written Acquisition Proposal (if the Company did not materially violate Section 7.03(a)) from any Person or group that has not been withdrawn, (X) the Board determines in good faith, after consultation with its outside legal counsel and financial advisers, that such persons having access Acquisition Proposal is a Superior Proposal (and continues to be a Superior Proposal after the Company has complied with Section 7.03(e)) and failure to take such action would be inconsistent with its fiduciary duties under Applicable Law, (Y) the Company has complied in all material respects with Sections 7.03(d) and (e); and (Z) the Company pays in immediately available funds the Company Termination Fee to Parent concurrently with such termination. In addition, without prejudice to the provisions of Section 7.03(a) or Section 7.03(c) and notwithstanding anything to the contrary in this Agreement, the Company or the Board may (i) take and disclose to the Company’s stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the 1934 Act (or any similar communication to stockholders in connection with the making or amendment of a tender offer or exchange offer) or make any legally required disclosure to stockholders with regard to the transactions contemplated by this Agreement or an Acquisition Proposal (provided that neither the Company nor the Board may recommend any Acquisition Proposal unless permitted by this Section 7.03(c)), (ii) issue a “stop, look and listen” disclosure or similar communication of the obligation hereunder type contemplated by Rule 14d-9(f) under the 1934 Act or (iii) contact and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge engage in discussions with any Person or group and agree their respective Representatives who has made an Acquisition Proposal that any was not solicited in breach of this Section 15.1 hereof would cause not only financial damage, but irreparable harm 7.03 solely for the purpose of clarifying such Acquisition Proposal and the terms thereof to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of determine whether there is a breach of Section 15.1 hereof, the non-breaching Party shall (in addition reasonable probability that such Acquisition Proposal is or could reasonably be expected to all other rights and remedies they may have pursuant lead to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofa Superior Proposal.

Exceptions. The Parties’ respective obligations under Section 15.1 will ‌ Clause 13.2 shall not apply to any such information: (a) that is, as of the time of its prohibit disclosure or thereafter becomes, part use of the public domain through a source other than the receiving Party; (b) that was known any information if and to the receiving Party as extent that: 13.3.1 the disclosure or use is required by Applicable Law, any governmental or regulatory body or any stock exchange on which the shares of an Investor or its parent undertaking are listed;‌ 13.3.2 the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that use is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at vest the request of a regulatory authority. The Parties acknowledge that the existence and terms full benefit of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely an Investor or otherwise for the purposes of monitoring its investment in Stubco or the performance of custodial services hereunder, that any unauthorized Group;‌ 13.3.3 the disclosure or misuse use is required for the purpose of any arbitral or judicial proceedings arising out of this Agreement or any Transaction Document;‌ 13.3.4 the disclosure is reasonably made to a tax authority in connection with the tax affairs of the disclosing Party; 13.3.5 the disclosure is made to a Representative of an Investor or its Affiliates or to an Observer on a need to know basis on terms that such Representative or Observer undertakes to comply with the provisions of Clause 13.2 in respect of such information as if the Representative or Observer were a Party to this Agreement; 13.3.6 the information is or becomes publicly available (including other than by BNY Mellon breach of this Agreement); 13.3.7 the disclosure is made by or any on behalf of its employees a Qualifying Rollover Shareholder on a confidential basis to bona fide potential purchasers (which are not Restricted Persons)and their respective Representatives, provided in each case that: (i) such persons need to know the information for the purposes of considering, evaluating, advising on, furthering or agents, financing a Direct Transfer or any trading on Indirect Transfer of Securities; and (ii) such persons undertake to comply with the basis provisions of Clause 13.2 in respect of such information by anyone in receipt as if each such person were a Party to this Agreement; 13.3.8 the Lead Investor has given prior written approval to the disclosure or use of such information) may constitute a criminal offense ; or 13.3.9 the information is independently developed after the date of trading on this Agreement without breaching any term of this Agreement, provided that before disclosure or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereofunder Clause 13.3.1, and that BNY Mellon shall apprise all such persons having access of 13.3.2 or 13.3.3, the obligation hereunder and under applicable law to prevent unauthorized disclosure Investor concerned shall, where not prohibited by law, promptly notify the Lead Investor of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm requirement with a view to providing the other Party, for which money damages will not provide an adequate remedy. Accordingly, in Lead Investor with the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition opportunity to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain contest such disclosure or misuse, in whole use or in part, otherwise to agree the timing and content of any information in violation of Section 15.1 hereofsuch disclosure or use.

Exceptions. The Parties’ respective Cvent agrees that the obligations under in Section 15.1 will 2 do not apply to any such information: information that I can establish by documentary evidence (a) that is, as of the time of its disclosure or thereafter becomes, part of is in the public domain through without a source other than breach of this Agreement by me or a third party's breach of any obligation to maintain the receiving Partyconfidentiality of the information; (b) that was known disclosed to the receiving Party as me by a third party without breach of the time of its disclosure and was not otherwise subject to any confidentiality obligationsobligation; or (c) that is was independently developed by the receiving Party me without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation use of or access to the disclosing Party Confidential Information. Nothing in this Agreement prohibits me from reporting possible violations of federal law or regulation to any governmental agency or entity, from making disclosures that are protected under the whistleblower provisions of federal law or regulation (e) that is required or similar laws of the jurisdiction in which I work), from reporting ethical or compliance concerns to be disclosed the Cvent ethics hotline, or from engaging in protected concerted activity pursuant to applicable law, rule, regulation, requirement the National Labor Relations Act (or similar laws of the jurisdiction in which I work). a. Employee shall not be held criminally or civilly liable under any Federal or State trade secret law enforcement agency, court order or other legal process or at for the request disclosure of a regulatory authority. The Parties acknowledge that the existence trade secret that: (A) is made: (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and (ii) solely for the purposes purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. b. Nothing in this Agreement prohibits me from reporting possible violations of federal law or regulation to any governmental agency or entity including, but not limited to, the performance Department of custodial services hereunderJustice, that the Securities and Exchange Commission, Congress, and any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agentsagency Inspector General, or from making other disclosures that are protected under the whistleblower provisions of federal law or regulation. I do not need the prior authorization of my supervisor or anyone else affiliated with Cvent to make any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on reports or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereofdisclosures, and I am not required to notify my supervisor or anyone else affiliated with Cvent that BNY Mellon shall apprise all I have made such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law reports or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofdisclosures.

Exceptions. The Parties’ respective obligations under Section 15.1 will Information shall not apply to any such information: be deemed Proprietary Information which: (a) that is, as of at the time of its disclosure disclosure, is already in the public domain or thereafter becomes, becomes part of the public domain by publication or otherwise through a source other than no fault or act of the receiving Receiving Party; ; (b) that was known demonstrably in the possession of the Receiving Party prior to the receiving Party as of the time of its the disclosure to it and was not otherwise subject to confidentiality obligations; acquired, directly or indirectly, from the Disclosing Party; (c) that is independently disclosed to the Receiving Party by a third party who has not violated any confidential obligation owed to the Disclosing Party; (d) was independently developed by the receiving Receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to any use of or reliance on any Proprietary Information of the disclosing Party or Disclosing Party; (e) that is required to be disclosed pursuant by legal process; provided that, in each case the party so disclosing information timely informs the other and uses its best efforts to applicable law, rule, regulation, requirement of any law enforcement agency, court order or limit the disclosure and maintain confidentiality to the extent possible and permits the other party to attempt by appropriate legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are means to limit such disclosure; (f) is information which is required to be publicly included in patent applications filed [ * ] = 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 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. hereunder or required to be provided to the FDA or any other regulatory authority in the Territory in order for ORPHAN or Supplier to obtain Registrations for the Drug or otherwise to comply with applicable regulatory requirements, or for Supplier to manufacture the Drug for ORPHAN hereunder; provided, however, that no Proprietary Information of ORPHAN or Supplier will be disclosed by in any such patent application without the Funds pursuant to applicable law. Without limiting the generality prior written consent of the preceding paragraphsother Disclosing Party, BNY Mellon acknowledges which consent will not be unreasonably withheld; or (g) is information which is required to be disclosed to customers, users, and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes prescribers of the performance of custodial services hereunder, that any unauthorized disclosure Product or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on which is reasonably necessary to disclose in connection with the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access ethical marketing of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damageProduct, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofif applicable.

Exceptions. The Parties’ respective obligations under Section 15.1 will not apply Supplier shall have no liability or obligation to any such information: (a) that is, as of the time Indemnified Parties for that portion of its disclosure or thereafter becomes, part a Covered Loss which is based on (and only to the extent such portion is based on): i. use of the public domain through Provided Elements by the Indemnified Parties in a source manner that constitutes a material breach of this Agreement (including use of the Materials in a manner that violates any licenses granted under this Agreement); or ii. an unauthorized modification of the Provided Elements by an Indemnified Party; oran Indemnified Party’s deliberate continued use of the Provided Elements in their unchanged, unmodified form after the Likely Implementation Date after Supplier has promptly consulted with such Indemnified Party as to Supplier-provided modifications or changes in the Provided Elements (e.g., a new version of the Software) required to avoid such Covered Claim and offered to implement those modifications or changes at Supplier’s sole expense if (i) such Covered Claim would have been avoided by such implementation of such modifications or changes, and (ii) the modified or changed Provided Elements were functionally equivalent while retaining the quality of the original Provided Elements and complying fully with all representations and warranties set forth in this Agreement (the “Likely Implementation Date” being the first date by which all such Supplier-provided modifications or changes could reasonably have been fully and successfully implemented without causing any material business disruption to the Indemnified Party); or iii. Supplier’s contractually required conformance to the Indemnified Party’s written specifications, unless any one or more of the following is true: 1. there was a technically feasible non-infringing means of complying with those specifications; or 2. the relevant specifications are designed to bring the Provided Elements into compliance with, or have the Provided Elements conform to, an industry standard promulgated by a generally recognized industry standards-setting body (e.g., IEEE, ITU, 3GPP, ETSI, W3C, etc.); or 3. the Provided Elements are or have been provided by or on behalf of Supplier to any third party at any time; or 4. the Provided Elements are or have been available on the open market (i.e., provided or offered for general availability to all interested customers by a third party other than the receiving Partythird party who brought the Covered Claim against the Indemnified Parties) at any time; or 5. the relevant specifications for the Provided Elements are of Supplier’s (b) that was known to the receiving Party as of the time or one or more of its disclosure and was not otherwise subject to confidentiality obligations; (csub-suppliers’) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable laworigin, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agentsdesign, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofselection.

Exceptions. The Parties’ respective obligations under Notwithstanding Section 15.1 will not apply to 10.2(a), any such information: (a) that is, as of the time of its disclosure or thereafter becomes, part of the public domain through a source other than the receiving Party; (b) that was known to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that hereto may disclose the existence and terms of this Agreement and the transactions contemplated hereby (i) to federal and state regulatory agencies in connection with applications for approval of such transactions (or, in the case of any regulated Affiliate of a Member, in connection with audits by the applicable regulatory authorities), including to the FCC as part of any application to participate in the Auction and/or any application for a license or licenses won in the Auction, it being understood and agreed that the contents of such applications are generally available to the public, (ii) to financial institutions in connection with financings of the transactions contemplated hereby and (iii) if counsel for any party advises that a press release or public disclosure is required by Applicable Law or the applicable rules of any stock exchange, then the parties shall use their commercially reasonable efforts to cause a mutually acceptable press release to be issued, and in all events the party required to make such disclosure shall be publicly free to do so; provided that in each *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. case (other than clause (iii) above and to the extent submitted to the FCC as part of the contents of an application to participate in the Auction or a post-Auction application for licenses on which the License Company is the Winning Bidder) commercially reasonable efforts are used to seek confidential treatment from any such person to whom such information is disclosed and the other parties hereto are notified contemporaneously of such disclosure; provided, further, that the parties acknowledge that the Bidding Protocol constitutes valuable trade secrets of the Company and is extremely sensitive and confidential, and shall not be disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges parties hereto unless disclosure is compelled by regulatory or other legal process and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not then only financial damage, but irreparable harm upon adequate prior notice to the other Partyparty, for which money damages will not provide party shall have an adequate remedy. Accordinglyopportunity to seek an appropriate protective order, in and such disclosure shall be made only to the event extent necessary to comply with the requirements of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law regulatory or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereoflegal process under which it is so compelled.

Exceptions. The Parties’ respective obligations under Section 15.1 will not apply to 3.1 Notwithstanding Clause 2 above, the Obligant may disclose any such information: (a) that Confidential Information which is, as of : 3.1.1 at the time of its disclosure or thereafter becomes, part of the public domain through a source other than the receiving Party; (b) that was known to the receiving Party Obligant (other than under any obligation of confidentiality to the Discloser) and documentary evidence of such knowledge is provided by the Obligant to the Discloser within one calendar month of disclosure; 3.1.2 publicly available in general circulation otherwise than as a result of a breach of this Agreement or of any other obligation of confidentiality to the Discloser; 3.1.3 developed independently by the Obligant (without use of, or access to, the Confidential Information) provided that the Obligant can demonstrate the independence of the time of its disclosure and was not otherwise subject to confidentiality obligationssame development; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is or 3.1.4 required to be disclosed pursuant by the Obligant to comply with applicable law, rule, regulation, requirement laws or the rules of any law enforcement agencycourt, court order government body or other legal process or at the request body of a regulatory authority. The Parties acknowledge competent jurisdiction; provided that the existence Obligant provides (to the extent legally possible) prior written notice of such disclosure to the Discloser and takes reasonable and lawful actions to avoid and/or minimise the extent of such disclosure. If the Obligant is not permitted so to notify the Discloser before such disclosure is made, it shall (to the extent permitted) notify the Discloser immediately afterwards. 3.2 Without prejudice to the foregoing, if any of the Confidential Information is received by the Obligant from a third party, then the Obligant shall inform the Discloser at once and shall maintain such information upon the terms of this Agreement are required Agreement. 3.3 The Obligant may disclose any of the Confidential Information to any of its Authorised Persons, provided that it informs them beforehand of the duties of confidence under this Agreement, ensures that they undertake to the Obligant to comply with the same duties of confidence, and procures that they shall comply with such duties (on the basis that the Obligant shall be responsible for any failure to so comply). 3.4 Without prejudice to the generality of Clause 3.1.2 above, information shall not be deemed to be publicly disclosed available by the Funds pursuant reason only that it is known to applicable law. Without limiting the generality only a few of those people to whom it might be of commercial interest, and a combination of one or more portions of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited Confidential Information shall not be deemed to be publicly available by law from making selective public disclosure reason only of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofeach separate portion being so available.

Exceptions. 8.3.1 The Parties’ respective obligations under this Section 15.1 will 8 shall not apply to any information to the extent the receiving Party can demonstrate by competent evidence that such information: : (a) that is, as of is (at the time of its disclosure disclosure) or thereafter becomes, becomes (after the time of disclosure) known to the public or part of the public domain through a source other than no breach of this Agreement by the receiving Party; Party or any Recipients to whom it disclosed such information; (b) that was known to, or was otherwise in the possession of, the receiving Party prior to the time of disclosure by the disclosing Party; (c) is disclosed to the receiving Party as of the time of its disclosure and was not otherwise subject on a non-confidential basis by a Third Party who is entitled to confidentiality obligations; (c) that is independently developed by the receiving Party disclose it without reference to such information; (d) that is subsequently learned from a third party not known to be under a breaching any confidentiality obligation to the disclosing Party; or (d) is independently developed by or on behalf of the receiving Party or (e) any of its Affiliates, as evidenced by its written records, without use or access to the Confidential Information. 8.3.2 The restrictions set forth in this Section 8 shall not apply to any Confidential Information that the receiving Party is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, disclose under Applicable Laws or a court order or other legal process or at governmental order, * Information redacted pursuant to a confidential treatment request by Gemphire Therapeutics Inc. under 5 U.S.C. §552(b)(4), Rule 406 under the request Securities Act of a regulatory authority1933 and Rule 24b-2 of the Securities Exchange Act of 1934 and submitted separately with the Securities and Exchange Commission. The Parties acknowledge provided that the existence receiving Party: (a) provides the disclosing Party with prompt notice of such disclosure requirement if legally permitted, (b) affords the disclosing Party an opportunity to oppose or limit, or secure confidential treatment for such required disclosure and terms (c) if the disclosing Party is unsuccessful in its efforts pursuant to subsection (b), discloses only that portion of this Agreement are the Confidential Information that the receiving Party is legally required to be publicly disclosed disclose as advised by the Funds pursuant receiving Party’s legal counsel. 8.3.3 In the event that PFIZER wishes to applicable law. Without limiting the generality assign, pledge or otherwise transfer its rights to receive some or all of the preceding paragraphsMilestone Payments and Royalties payable hereunder, BNY Mellon acknowledges and agrees PFIZER may disclose to a Third Party Confidential Information of LICENSEE in connection with any such proposed assignment, provided that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all PFIZER shall hold such information Third Party to BNY Mellon hereunder is made strictly under the conditions written obligations of confidentiality with terms and conditions at least as restrictive as those set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofAgreement.

Exceptions. 11.3.1. The Parties’ respective obligations under this Section 15.1 will 11 shall not apply to any information to the extent the receiving Party can demonstrate by competent evidence that such information: : (a) that is, as of is (at the time of its disclosure disclosure) or thereafter becomes, becomes (after the time of disclosure) known to the public or part of the public domain through a source other than no breach of this Agreement by the receiving Party; Party or any Recipients to whom it disclosed such information; (b) that was known to, or was otherwise in the possession of, the receiving Party prior to the time of disclosure by the disclosing Party; (c) is disclosed to the receiving Party as of the time of its disclosure and was not otherwise subject on a nonconfidential basis by a Third Party who is entitled to confidentiality obligations; (c) that is independently developed by the receiving Party disclose it without reference to such information; (d) that is subsequently learned from a third party not known to be under a breaching any confidentiality obligation to the disclosing Party; or (d) is independently developed by or on behalf of the receiving Party or (e) that any of its Affiliates, as evidenced by its written records, without use or access to the Confidential Information. 11.3.2. Notwithstanding anything herein to the contrary, the receiving Party may disclose Confidential Information to the extent such disclosure is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, under Applicable Laws or a court order or other legal process or at the request of a regulatory authority. The Parties acknowledge governmental order, provided that the existence receiving Party: (a) provides the disclosing Party with prompt notice of such disclosure requirement if legally permitted, (b) affords the disclosing Party an opportunity to oppose or limit, or secure confidential treatment for such required disclosure and terms (c) if the disclosing Party is unsuccessful in its efforts pursuant to subsection (b), discloses only that portion of this Agreement are the Confidential Information that the receiving Party is legally required to be publicly disclosed disclose as advised by the Funds receiving Party’s legal counsel. Confidential Information disclosed pursuant to applicable lawthis Section 11 shall remain subject to the restrictions set forth herein for all other purposes. 11.3.3. Without limiting In the generality event that LICENSOR wishes to assign, pledge or otherwise transfer its rights to receive some or all of the preceding paragraphsMilestone Payments and Royalties payable hereunder, BNY Mellon acknowledges and agrees LICENSOR may disclose to a Third Party such Confidential Information of IMMEDICA as LICENSOR deems reasonably necessary in connection with any such proposed assignment, provided that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all LICENSOR shall hold such information Third Parties to BNY Mellon hereunder is made strictly under the conditions written obligations of confidentiality with terms and conditions at least as restrictive as those set forth in Section 15.1 hereof and solely for the purposes this Agreement. 11.3.4. IMMEDICA may disclose Confidential Information of the performance LICENSOR to the extent such disclosure is reasonably necessary in the following instances: (a) with LICENSOR’ s written consent (such consent not to be unreasonably withheld, conditioned or delayed), filing for, prosecuting or enforcing Licensed Patents in accordance with this Agreement; (b) in Regulatory Filings or otherwise in seeking, obtaining and maintaining Regulatory Approvals (including complying with the requirements of custodial services hereunderRegulatory Authorities with respect to filing for, obtaining and maintaining such Regulatory Approvals); (c) the Development and/or Commercialization of the Product in the Territory, provided, that any unauthorized disclosure Third Party to whom IMMEDICA discloses Confidential Information pursuant to this clause (c) (i) are informed of the confidential nature of the Confidential Information and IMMEDICA’s obligations hereunder and (ii) are bound by written obligations of confidentiality with terms and conditions at least as restrictive as those set forth in this Agreement; and (d) disclosing to actual or misuse bona fide potential Sublicensees or subcontractors in connection with the exercise of its rights under this Agreement or related activities, provided, that such information Sublicensees and subcontractors (including i) are informed of the confidential nature of the Confidential Information and IMMEDICA’s obligations hereunder and (ii) are bound by BNY Mellon or written obligations of confidentiality with terms and conditions at least as restrictive as those set forth in this Agreement. 11.3.5. Each Party shall be responsible for any breaches of confidentiality by any of its employees or agentsAffiliates, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securitiessubcontractors, that access Sublicensees, Recipients, advisors and Third Parties to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such whom it discloses Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have Information pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereof11.

Exceptions. The Parties’ respective obligations under Section 15.1 will not apply to any such information: 13.5.1 For the purposes of this Condition 13.5, “Disclosing Party” and “Protected Party” shall be construed as follows: (a) that isin respect of National Grid’s obligations under Condition 13.1, as of the time of its disclosure or thereafter becomes, part of Disclosing Party is National Grid and the public domain through a source other than Protected Party is the receiving Party; Customer; (b) that was known in respect of the Customer’s obligations under Condition 13.2, the Disclosing Party is the Customer and the Protected Party is National Grid. 13.5.2 Nothing in Condition 13.1 or 13.2 shall apply: (a) to the receiving disclosure or use by the Disclosing Party of Protected Information to which the Protected Party has consented in writing; (b) to any Protected Information which: (i) before it is obtained by the Disclosing Party is in the public domain; or (ii) after it is obtained by the Disclosing Party enters the public domain; in either case otherwise than as a result of a breach by the time Disclosing Party of its disclosure and was not otherwise subject to confidentiality obligations; obligations under Condition 13.1 or 13.2 (as the case may be); (c) to the disclosure of any Protected Information to any person if and to the extent that the Disclosing Party is independently developed by the receiving Party without reference required to make such disclosure to such informationperson: (i) in compliance with the duties of the Disclosing Party under the Gas Act or any other requirement of a Competent Authority; or (ii) in compliance with the conditions of the National Grid GT Licence (where the Disclosing Party is National Grid) or the Customer’s Supplier Licence (where the Disclosing Party is the Customer) or any document referred to in such licence with which the Disclosing Party is required by virtue of the Gas Act or such licence to comply; or (iii) in compliance with any other Legal Requirement; or (iv) in response to a requirement of any stock exchange or regulatory authority or the Panel on Take-overs and Mergers; or (v) pursuant to Condition 18 or any judicial or other arbitral process or tribunal having jurisdiction in relation to the Disclosing Party; or (d) that is subsequently learned from a third party not known to be under a confidentiality obligation any Protected Information to the disclosing extent that the Disclosing Party is expressly permitted or required to disclose that information under the terms of any of the Metering Agreements or any other agreement or arrangement to which National Grid and the Customer are a party ; (e) that is required to be disclosed pursuant the disclosure of Protected Information to applicable law, rule, regulation, requirement of any law enforcement agency, court order lending or other legal process financial institution proposing to provide or at arrange the request provision of a regulatory authority. The Parties acknowledge finance to the Disclosing Party, where and to the extent that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely reasonably required for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure provision or misuse arrangement of such finance, and provided that the person to whom the information (including by BNY Mellon or any of its employees or agents, or any trading on is disclosed undertakes in writing to and in terms reasonably satisfactory to the basis of such information by anyone in receipt Protected Party to maintain the confidentiality of such information; (f) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use the disclosure of any and all Protected Information to the Authority, where the Disclosing Party considers in good faith that the Protected Party may be in breach of a condition of the National Grid GT Licence (where the Protected Party is National Grid) or the Customer’s Supplier Licence (where the Protected Party is the Customer), to the extent reasonably necessary to draw such possible breach to the attention of the Authority. 13.5.3 Nothing in Condition 13.1 shall apply to the disclosure by National Grid of Protected Information: (a) to any Customer Agent where the disclosure by National Grid of such Protected Information to the Customer would not have infringed Condition 13.1; or (b) to the Authority where such information shall be restricted as is accessible by the Authority by or from the Rainbow System to the extent of the access and in accordance with any function or facility thereof described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access the Rainbow MAM Manual; or (c) to a Consumer or other relevant party to the extent designated by the Authority within standard condition 31 of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofNational Grid GT Licence.

Exceptions. The Parties’ respective Notwithstanding Section 6.2, a receiving party may disclose Confidential Information without violating the obligations of this Agreement, to the extent: (1) the disclosure is required by applicable law, any governmental authority or regulatory body or any stock exchange or antitrust authority with authority over the party or any of its affiliates; (2) the disclosure is required for the purpose of any judicial proceedings arising out of this Agreement; (3) the disclosure is to affiliates of a party; (4) the disclosure is required to be made to a tax authority in connection with the tax affairs of the party or its affiliates; (5) the disclosure is made to professional advisers of the party or any of its affiliates provided such advisers owe a professional duty of confidentiality in relation to the information disclosed; (6) the other party has given prior written approval to the disclosure, provided that the receiving party provides the disclosing party with reasonable prior written notice of such required disclosure and makes a reasonable effort to obtain, or to assist the disclosing party in obtaining, a protective order preventing or limiting the disclosure and/or requiring that the Confidential Information so disclosed be used only for the purposes for which disclosure is required. In addition, notwithstanding Section 6.2, a receiving party will not have obligations under Section 15.1 will not apply this Agreement with respect to any a specific portion of the Confidential Information of the disclosing party to the extent such informationreceiving party can demonstrate with competent evidence that such portion of Confidential Information: (a) that is, as of the time of its disclosure or thereafter becomes, part of was in the public domain through a source other than at the time it was disclosed to the receiving Partyparty; (b) that entered the public domain subsequent to the time it was known disclosed to the receiving Party as party, through no fault of the time of its disclosure and was not otherwise subject to confidentiality obligationsreceiving party; (c) that is independently was in the receiving party’s possession free of any obligation of confidence at the time it was disclosed to the receiving party; (d) was rightfully communicated to the receiving party free of any obligation of confidence subsequent to the time it was disclosed to the receiving party; or (e) was developed by the receiving Party party independently (i.e., not in connection with this Agreement or at the direction or for the benefit of the Company) and without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to or use of the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such party’s Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereof.

Exceptions. The Parties’ respective obligations under Section 15.1 will This confidentiality obligation shall not apply to any such information: information which (a) that is, as is or becomes a matter of the time public knowledge through no fault of its disclosure or thereafter becomes, part of the public domain through a source other than the receiving Party; (b) that was known is already in the possession of the receiving Party without obligation of confidentiality at the time of the disclosure by the disclosing Party; or (c) is disclosed non-confidentially to the receiving Party by a Third Party having the right to do so. The Parties shall take the same measures as it would take for its own confidential information to assure that no unauthorized use or disclosure is made by other Persons to whom access to such information is granted. In addition, and notwithstanding anything contained in this Article 8, a Party may disclose Confidential Information of the time of its disclosure other Party and was not otherwise subject to confidentiality obligations; (c) that is independently developed make other disclosures if required by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, government requirement and/or court order, including as may be required in connection with any filings made with, or by the disclosure policies of a major stock exchange; provided that, the disclosing Party promptly notifies the other Party of any law enforcement agencysuch requirement and, court to the extent it is reasonably able to do so, provides the other Party a reasonable opportunity to seek a protective order or other legal process or at appropriate remedy and/or to waive compliance with the request of a regulatory authority. The Parties acknowledge that the existence and terms provisions of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable lawAgreement. Without limiting the generality In addition, Metaphore may disclose Confidential Information of the preceding paragraphsPfizer in connection with filings with, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure disclosures or misuse of such information (including by BNY Mellon or any of its employees or agentssubmissions to, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on inspections or tipping of material inside information regarding publicly traded securitiesinquiries by, that access to and use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to the regulatory or other Party, for which money damages will not provide an adequate remedy. Accordingly, governmental agency in the event of a breach of Section 15.1 hereofTerritory in connection with securing regulatory, pricing or other approvals in the non-breaching Party shall (in addition to all other rights Territory. [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED License Agreement between Metaphore Pharmaceuticals, Inc. and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereof.Pfizer Inc

Exceptions. The Parties’ respective obligations under Notwithstanding the foregoing: (a) Section 15.1 will 2.3.1 does not prohibit Licensee and its Affiliates that are subject to Section 2.3.1, alone or through work conducted in collaboration with an Affiliate or Third Party, from conducting research and non-clinical development (or licensing or otherwise granting rights to an Affiliate or a Third Party to conduct research and non-clinical development) of compounds (other than Licensed Compounds) that (i) […***…] or (ii) […***…]. ***Confidential Treatment Requested (b) Section 2.3.2 does not prohibit ▇▇▇▇▇▇▇ and its Affiliates, alone or through work conducted in collaboration with an Affiliate or Third Party, from conducting research and non-clinical development (or licensing or otherwise granting rights to an Affiliate or a Third Party to conduct research and non-clinical development) of compounds (other than Licensed Compounds) that […***…]. (c) This Section 2.3 shall not apply to the Acquirer of a Party or any Affiliate of such information: Acquirer (a) that is, as of the time of its disclosure or thereafter becomes, part of the public domain through a source other than the receiving Party; (b) excluding any Affiliate that was known to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory authority. The Parties acknowledge that the existence and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse an Affiliate of such information (including by BNY Mellon or any Party prior to a Change of its employees or agents, or any trading on the basis Control and became an Affiliate of such information by anyone in receipt Acquirer as a result of such information) may constitute a criminal offense Change of trading on Control), provided that, if the Acquirer or tipping of material inside information regarding publicly traded securities, that access to and use of such Affiliate conducts any and all such information shall be restricted as activities described in Section 15.1 hereof2.3.1 or 2.3.2 as applicable, during the Development Term (the “Development Term Acquirer Activities”), such Acquirer or Affiliate shall use reasonable good faith efforts to segregate such Development Term Acquirer Activities from activities conducted with respect to the Licensed Compounds and that BNY Mellon shall apprise all such persons having Licensed Products pursuant to this Agreement, including by (x) not permitting personnel who perform the Development Term Acquirer Activities to have access to Program-Related Information or other Confidential Information of the obligation hereunder other Party (including Know-How and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge proprietary Development or Commercialization plans or other business information); and agree that any breach of Section 15.1 hereof would cause (y) not only financial damage, but irreparable harm permitting personnel who perform activities conducted with respect to the other Party, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights Licensed Compounds and remedies they may have Licensed Products pursuant to this Agreement to perform Development Term Acquirer Activities (provided that the foregoing shall not apply to senior management and at law regulatory, chemistry-manufacturing-controls, patent, legal and other similar personnel). (d) Neither Party shall be limited or in equity) be entitled prohibited by Section 2.3 from negotiating and completing a Change of Control, or taking any action to an injunctionsolicit, without initiate, encourage or assist the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, submission of any information proposal, negotiation or offer from any Third Party relating to, or engage in violation discussions with any Third Party relating to, a Change of Section 15.1 hereofControl.

Exceptions. The Parties’ respective foregoing obligations under Section 15.1 will of confidentiality shall not apply to any and information shall not be considered Confidential Information if, when taken as a whole and in the context disclosed, such information: (a) that is, as of is at the time of its disclosure or thereafter becomesbecomes subsequent thereto, part through no fault or wrongful act of the public domain through a source other than receiving party, generally available to the receiving Partypublic; or (b) that was at the time of disclosure by the disclosing party is already known to the receiving Party party, as of the time of its disclosure and was not otherwise subject to confidentiality obligationscan be demonstrated by written records; or (c) that is disclosed to the receiving party by another not in violation of rights of the disclosing party; or (d) which may be required to be disclosed by law; provided, however, in such event, the party required to make such disclosure shall inform the party wishing to maintain the confidentiality of such information of such requirement prior to disclosure and reasonably assist the party wishing to maintain the confidentiality of such information (at the expense of the party wishing to maintain the confidentiality of such information) in taking whatever reasonable steps are available to maintain the confidentiality of such information. (e) is independently developed by the receiving Party party without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation resort to the Confidential Information of the disclosing Party party. In addition, nothing herein shall be construed as preventing QLT from disclosing any Confidential Information of RGX that relates to the Collaboration Products or other RGX Technology: (ef) that to government agencies where such information is required to be disclosed pursuant included in regulatory filings made by QLT in connection with the Collaboration Products; (g) to applicable lawits Affiliates, rulesublicensees or to Third Parties who have a need to use Confidential Information for consulting, regulationresearch activities, requirement of any law enforcement agencypre-clinical and clinical development work, court order or analytical and quality testing, manufacturing, marketing, distribution and other legal process or at purposes for the request of a regulatory authority. The Parties acknowledge that the existence development and terms of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality commercialization of the preceding paragraphsCollaboration Products under this Agreement, BNY Mellon acknowledges and agrees provided that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdingssuch Affiliate, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under the conditions sublicensee or Third Party has undertaken in writing an obligation of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and non-use of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm with respect to the other Party, for which money damages will not provide an adequate remedyConfidential Information no less burdensome to that set out in this Agreement; or (h) by publication in accordance with Section 9.4. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereof.9.4

Exceptions. The Parties’ respective obligations under Section 15.1 Notwithstanding the above confidentiality statement, Confidential Information will not apply to any such informationinclude information that: (a) that is• is now, as of the time of its disclosure or thereafter hereafter becomes, through no act or failure to act on the part of MoleSoft, generally known or available to the public domain through • Was acquired by MoleSoft before receiving such information from the disclosing party and without restriction as to use or disclosure • Is hereafter rightfully furnished to MoleSoft by a source other than the receiving Party; (b) third party, without restriction as to use or disclosure • Is information that MoleSoft can document was known to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party itself without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to use of the disclosing Party or (e) that is party's Confidential Information • Is required to be disclosed pursuant to applicable by law, ruleprovided that ▇▇▇▇▇▇▇▇ uses reasonable efforts to give the disclosing party reasonable notice of such required disclosure and to limit the scope of material disclosed • Is disclosed with the prior written consent from you the client. • On the your request MoleSoft will promptly return to you all tangible items containing or consisting your confidential information. • Injunctive Relief. Each party acknowledges that all of the disclosing party's confidential information is owned solely by the disclosing party (or its licensors) and that the unauthorized disclosure or use of such confidential information would cause irreparable harm and significant injury to the disclosing party, the degree of which may be difficult to ascertain. Accordingly, each party agrees that the disclosing party will have the right to obtain an immediate injunction enjoining any breach of this section. Acceptable Use Policy: During the period that MoleSoft provides Services Client shall not distribute on the Web service or over the system any content that: • violates intellectual property rights of any third party or any rights of publicity or privacy • violates any law statute, statute ordinance or regulation, requirement of including without limitation the laws and regulations governing export control, unfair competition, antidiscrimination, unsolicited e-mail (known as "spam"), postings that violate Usenet newsgroup charters or false advertising • is defamatory, trade libelous, unlawfully threatening or unlawfully harassing • contains any law enforcement agencyviruses, court order trojan horses, worms, time bombs, cancelbots or other legal process computer programming routines that are intended to damage, detrimentally interfere, surreptitiously intercept or at expropriate any system, data or personal information • any activities deemed to interfere or be disruptive to MoleSoft systems or the request systems of its clients or deemed by MoleSoft not be of the general profile of database hosting. Any alleged or actual violation of the above may result in immediate termination of services. Limited Performance Warranty: MoleSoft warrants that it will perform its services in a regulatory authoritycompetent and workmanlike manner and to ensure the technological aspects operate substantially according to the agreed to specifications. The Parties acknowledge MoleSoft does not warrant that the existence it will be able to correct all reported defects or that services will be error free. MoleSoft makes no warranty regarding features or services provided by third parties." Indemnification: • Client will defend, indemnify, and terms hold harmless MoleSoft, and their respective directors, officers, technology partners, employees, affiliates, and agents from all claims, actions, losses, liability, damages, costs, and expenses (including reasonable solicitors fees and expenses) arising from any provision or claim of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable lawAgreement. Without limiting the generality of the preceding paragraphsabove, BNY Mellon acknowledges You agree to indemnify and agrees that Customers are prohibited hold harmless MoleSoft against liabilities arising from the following: • The products or services provided by law from making selective public disclosure of information regarding portfolio holdingsClient in connection with MoleSoft • Any actual or alleged defamatory or illegal material provided by you or your agents for placement on MoleSoft’s servers. • Any material provided by you or your agents on, or in connection with ▇▇▇▇▇▇▇▇, that disclosure actually or allegedly infringes on the intellectual property or personal rights of a third party Both party agrees to: Promptly notify the other party in writing of any indemnifiable claim and all such information give the other party the opportunity to BNY Mellon hereunder is made strictly under the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized disclosure defend or misuse of such information (including by BNY Mellon or any of its employees or agents, or any trading on the basis of such information by anyone in receipt of such information) may constitute negotiate a criminal offense of trading on or tipping of material inside information regarding publicly traded securities, that access to and use settlement of any and all such information shall be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access of claim at the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information. The Parties acknowledge and agree that any breach of Section 15.1 hereof would cause not only financial damage, but irreparable harm to party's sole expense Cooperate fully with the other Partyparty in defending or settling such claim; MoleSoft reserves the right, for which money damages will not provide an adequate remedy. Accordingly, in the event of a breach of Section 15.1 hereof, the non-breaching Party shall (in addition to all other rights and remedies they may have pursuant to this Agreement and at law or in equity) be entitled to an injunction, without the necessity of posting any bond or suretyits own expense, to restrain disclosure or misuse, in whole or in part, assume the exclusive defense and control of any information in violation of Section 15.1 hereofmatter otherwise subject to indemnification as explained below.