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 Notwithstanding any provision of this Section 39(a) to the contrary, Lessee will not be required to make any payment to any Tax Indemnitee in respect of any Tax Loss to the extent that any such Tax Loss occurs as a result of one or more of the following: (i) other than as a result of an Alteration by Lessee, the entry into a New Lease under Section 40 of this Agreement or any severance of this Agreement under Section 41, the determination that this Agreement is not a "true lease" for federal income tax purposes or that the members of the Sprint Group, directly or indirectly through one or more entities that are classified as partnerships or disregarded entities for federal income tax purposes, are not the owners or sublessors of the Leased Property, or that Section 467 of the Code does not apply to this Agreement in accordance with its terms; (ii) the voluntary sale, assignment, transfer, or other disposition or the involuntary sale, assignment, transfer, or other disposition attributable to the bankruptcy, insolvency or the breach of any covenant or obligation of the Tax Indemnitee set forth in the Transaction Documents of or by any such Tax Indemnitee or any of its Affiliates, in either case, of any of the Leased Property or portion of such Leased Property by any such Tax Indemnitee or any of its Affiliates other than a sale, assignment, transfer, or disposition (A) contemplated by the Transaction Documents; (B) otherwise resulting from the exercise by any Sprint Group Member of its rights or performance of its obligations under the Transaction Documents; or (C) attributable to a default by Lessee and/or exercise of remedies under this Agreement; (iii) the gross negligence or willful misconduct of such Tax Indemnitee; (iv) penalties, interest, or additions to Tax to the extent based upon issues unrelated to the transactions contemplated by this Agreement and related documents; (v) Lessee's exercise of the purchase option provided in Section 15.1 36 of this Agreement; (vi) the failure by the Sprint Group or any Sprint Group Member timely or properly to claim any Federal Income Tax Benefits or to exclude income on the appropriate Tax return other than in accordance with Section 39(a)(3) of this Agreement; (vii) any failure of the Tax Indemnitee to have taken all the actions, if any, required of it by Section 39(d) of this Agreement to contest the Loss and such failure materially prejudices the ability to contest, and Lessee has a reasonable basis for such contest (other than a failure attributable in whole or part to the failure of Lessee to follow the procedures set forth in Section 39(d) of this Agreement); (viii) any change in Law enacted, adopted or promulgated on or after the date of the Agreement to Lease and Sublease, provided that this exclusion shall not apply to any (1) change in tax rates applicable to the making of any indemnity payment for a Tax Loss (a) respecting Federal Income Tax Benefits on an After-Tax basis or (b) respecting an Inclusion or (2) substitution or replacement of any Leased Property after a change in Law; (ix) the failure of the Sprint Group, or any single Sprint Group Member, to have sufficient income or Tax liability to benefit from the Federal Income Tax Benefits; (x) the inclusion of income by a Sprint Group Member as a result of the reversion of Alterations made by Lessee to Lessor at the end of the Term; (xi) a determination that Sprint is not holding the Leased Property in the ordinary course of a trade or business or that Sprint did not enter into the transactions contemplated by the Transaction Documents for profit; (xii) the existence of, or any consequence of, the prepayment of the Rent, or the application of Section 467 of the Code or the Treasury regulations promulgated thereunder, provided that the Lessee makes all payments when due and accrues all rental expense in accordance with the Proportional Rent as set forth in Exhibit H and provided further that this exclusion 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 entry into 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 New Lease 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 Section 40 of this Agreement are required or any severance of this Agreement under Section 41; (xiii) any tax election by a Sprint Group Member that is inconsistent with the Tax Assumptions to be publicly disclosed by the Funds pursuant extent of a resulting increase in the Lessee's indemnity obligations hereunder; (xiv) a Tax Loss with respect to applicable law. Without limiting any period occurring after (and not simultaneously with) (1) the generality expiration or earlier termination of the preceding paragraphsTerm with respect to a Site or (2) the return to Sprint of the Leased Property related to a Site, BNY Mellon acknowledges in either case other than interest, fines, penalties and agrees additions to tax resulting from a Tax Loss that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure would not be excluded under this clause (xvi); (xv) the breach or inaccuracy of any and all representation, warranty or covenant by any Sprint Group Member in any of the Transaction Documents (except to the extent such information breach or inaccuracy is attributed to BNY Mellon hereunder is made strictly a breach or inaccuracy of any representation, warranty or covenant of Lessee or an Affiliate under the conditions of confidentiality set forth in Transaction Documents); (xvi) any exclusion under 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 information39(a)(4) 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 Cross-Defaulted Master Lease 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 hereofSublease.

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 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 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 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 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 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 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. 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 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 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. (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 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 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 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 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 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 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 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 Notwithstanding Section 15.1 will not apply 5.3(a)(i) above, Servicer shall have no obligation to do any such informationof the following: (aA) except for acts or omissions that isconstitute fraud, as gross negligence or willful misconduct of the time of its disclosure Servicer 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, indemnify any Indemnified Purchaser Party for any punitive damages or for any trading actual or lost profits of such Indemnified Purchaser Party, regardless of whether Servicer knew or was aware of such possible Losses; (B) indemnify or hold harmless an Indemnified Purchaser Party from and against any Losses to the extent such Losses result from the negligence or willful misconduct of or material breach of this Agreement by any potential Indemnified Purchaser Party; (C) indemnify any Indemnified Purchaser Party from and against any Losses resulting from any material breach by Servicer of any covenant or agreement of Servicer contained in Sections 3.1, 3.2 and 5.1 (any claim with respect thereto, a “Specified Indemnity Claim”) if such Specified Indemnity Claim can be and is fully satisfied through the Repurchase Procedure or Resale Procedure pursuant to Section 5.3(a)(v); (D) indemnify any Indemnified Purchaser Party with respect to any Specified Indemnity Claim unless (i) the Loan(s) with respect to which such Losses are payable have become Charged Off Loan(s); and (ii) the Loan(s) with respect to which such Losses are payable have been Charged Off Loan(s) for no more than 90 calendar days; (E) indemnify any Indemnified Purchaser Party with respect to any Specified Indemnity Claim for any amount in excess of the outstanding principal balance(s) of the applicable Loan(s) on the basis date the Loan(s) become Charged Off Loan(s); or (F) indemnify any Indemnified Purchaser Party with respect to a Specified Indemnity Claim if the aggregate amount of all such information by anyone Specified Indemnity Claims under this Agreement, the Purchase Agreement and any Multi-Party Agreement with respect to the applicable Addendum is less than or equal to the Indemnity Deductible. For the avoidance of doubt, Servicer shall only be obligated to indemnify an Indemnified Purchaser Party with respect to Specified Indemnity Claims made after the applicable Indemnity Deductible has been satisfied and only for amounts in receipt excess of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securitiesthe applicable Indemnity Deductible; provided, that access if an Indemnity Deductible is satisfied but also exceeded by a particular Specified Indemnity Claim, Servicer shall only be obligated 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 indemnify an Indemnified Purchaser Party with respect to the portion of the obligation hereunder and under Specified Indemnity Claim that exceeds the 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 hereofIndemnity Deductible.

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 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 not apply A Party shall be entitled to use or disclose any such information: Information to the extent: (a) that is, as of the time of its disclosure such Information is or thereafter becomes, part of becomes generally known to the public domain other than through a source breach of this Agreement or any other than obligation of confidentiality between the receiving Party; Parties; (b) such Information is lawfully obtained by 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 or parties without breach of this Agreement or any other obligation of confidentiality between the Parties, as shown by documentation sufficient to establish the third party as the source of such Information and to the knowledge of the disclosing Party, without such disclosure constituting a breach by such third party or parties of an obligation of confidentiality; (c) such Information is comprised of technical information and was already known to be under a confidentiality obligation the Party prior to receipt thereof from the other Party, as shown by documentation sufficient to establish such knowledge; (d) such disclosure is required in connection with any regulatory, legal or administrative proceeding, the issues of which touch on such Information; provided that where circumstances permit prior to disclosure the disclosing Party shall notify the other Party in writing of such proposed disclosure and at the other Party’s request (and expense) the disclosing Party shall either apply for appropriate court or other orders to preserve the confidentiality of such Information or only disclose such Information to Persons who shall have agreed in writing not to use or disclose such Information to the same extent that the disclosing Party is precluded from using or disclosing such Information under this Agreement; (e) that such disclosure is required to be disclosed pursuant to applicable law, rule, regulation, requirement by law or competent authority of any law enforcement agency, court order or governmental body; provided that where the circumstances permit prior to disclosure (other legal process or at than any disclosure required by applicable securities laws) the request of a regulatory authority. The Parties acknowledge that disclosing Party shall notify 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 other Party in writing of any such proposed disclosure 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 at the other Party, ’s request (and expense) apply for which money damages will not provide an adequate remedy. Accordingly, in appropriate court or other orders to preserve the event confidentiality of a breach of Section 15.1 hereof, such Information; (f) 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 provided its prior written approval for such disclosure by 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 hereofdisclosing Party.

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 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 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. 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 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 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. 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 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 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 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 Section 15.1 will in this Article VII shall not apply with respect to any such informationportion of the Confidential Information that the Receiving Party can show by competent documented proof: (a) that iswas known to the Receiving Party or its Affiliates, as of without any obligation to keep it confidential or any restriction on its use, prior to disclosure by the time of its disclosure or thereafter becomes, part of the public domain through a source other than the receiving Disclosing Party; (b) that was known is subsequently disclosed to the receiving Receiving Party as of the time of or its disclosure Affiliates by a Third Party lawfully in possession thereof and was not otherwise subject without any obligation to confidentiality obligationskeep it confidential or any restriction on its use; (c) that is or otherwise becomes generally available to the public or enters the public domain, either before or after it is disclosed to the Receiving Party, and such public availability is not the result, directly or indirectly, of any fault of, or improper taking, use or disclosure by, the Receiving Party or its Affiliates or anyone working in concert or participation with the Receiving Party or its Affiliates; or (d) has been independently developed by employees or contractors of the receiving Receiving Party or its Affiliates without reference to such information; the aid, application or use of Confidential Information of the Disclosing Party. Notwithstanding the foregoing, (di) that is subsequently learned from specific Confidential Information disclosed by a third party Disclosing Party shall not known be deemed 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 within 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 exceptions set forth in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder(a), that any unauthorized disclosure or misuse of such information (including by BNY Mellon or any of its employees or agentsb), or any trading on the basis (c) above merely because it is embraced by more general information to which one or more of such information by anyone in receipt those exceptions may apply, (ii) no combination 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 deemed to be within any such exceptions unless the combination itself and its principle of operation are within the public domain and (iii) disclosure of Confidential Information to Regulatory Authorities shall not constitute a public disclosure, unless such information is made available to the public by the Regulatory Authority (i.e., it shall remain Confidential Information after such disclosure). Even though Confidential Information may be within one of the exceptions 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 hereofpreceding sentence, the non-breaching Receiving Party shall (in addition not disclose 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 Third Parties that 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 hereofexcepted Confidential Information was received from the Disclosing Party.

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’ Notwithstanding the foregoing, the Grantee shall not be required to comply with Section 8(a) in connection with any proposed Change in Control (the “Proposed Sale”) unless: (i) any representations and warranties to be made by the Grantee in connection with the Proposed Sale are limited to representations and warranties that (A) the shares of common stock which the Grantee purports to hold are free and clear of all liens and encumbrances, (B) the obligations of the Grantee in connection with the transaction have been duly authorized, if applicable, (C) the documents to be entered into by the Grantee have been duly executed by the Grantee and delivered to the acquirer and are enforceable against the Grantee in accordance with their respective terms, and (D) neither the execution and delivery of the documents to be entered into in connection with the transaction, nor the performance of the Grantee’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law, or judgment, order or decree of any court or governmental agency; (ii) the Grantee shall not be liable for the inaccuracy of any representation or warranty made by any other individual or entity in connection with the Proposed Sale, other than the Company (except to the extent that (A) 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 shareholder of any of identical representations, warranties and covenants provided by all shareholders, and (B) the inaccuracies were made by the Company in connection with the grant of the shares of Stock under this Award Agreement); (iii) the liability for indemnification, if any, of the Grantee in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company or its shareholders in connection with such Proposed Sale, is several and not joint with any other individual or entity (except to the 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 shareholder of any of identical representations, warranties and covenants provided by all shareholders), and is pro rata in proportion to, and does not exceed, the amount of consideration paid to the Grantee in connection with such Proposed Sale; (iv) liability shall be limited to the Grantee’s applicable shares of common stock (determined based on the respective proceeds payable to each shareholder in connection with such Proposed Sale in accordance with the provisions of the Company’s Certificate of Incorporation and/or Bylaws) of a negotiated aggregate indemnification amount that applies equally to all shareholders but that in no event exceeds the amount of consideration otherwise payable to the Grantee in connection with such Proposed Sale, except with respect to claims related to fraud by the Grantee, the liability for which need not be limited as to the Grantee; (v) upon the consummation of the Proposed Sale, (A) each holder of each class or series of the Company’s shares of common stock will receive the same form of consideration for their shares of such class or series as is received by other shareholders in respect of their shares of such same class or series, and (B) each shareholder holding such shares will receive the same amount of consideration per share as is received by other shareholders in respect of their shares of such same series; provided, however, that, notwithstanding the foregoing, if the consideration to be paid in exchange for the shares of common stock, pursuant to this Section 15.1 will not apply 8(b)(v) includes any securities and due receipt thereof by any shareholder would require under applicable law (x) the registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities, or (y) the provision to any shareholder of any information other than such information as a prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined in Regulation D promulgated under the Securities Act, as amended, the Company may cause to be paid to any such information: shareholder in lieu thereof, against surrender of the shares, as applicable, which would have otherwise been sold by such shareholder, an amount in cash equal to the fair market value (aas reasonably determined by the Board) that is, of the securities which such shareholder would otherwise receive as of the time of its disclosure or thereafter becomes, part date of the public domain through a source other than issuance of such securities in exchange for the receiving Partyshares, as applicable; and (bvi) that was known subject to Section 8(b)(v), requiring the same form of consideration to be available to the receiving Party as shareholders of any single class or series of shares, if any such shareholders of any shares of the time Company are given an option as to the form and amount of its disclosure and was not otherwise subject consideration to confidentiality obligationsbe received as a result of the Proposed Sale, all shareholders of such shares will be given the same option; (cprovided, however, that nothing in this Section 8(b)(vi) shall entitle any shareholder to receive any form of consideration that such shareholder would be ineligible to receive as a result of such shareholder’s failure to satisfy any condition, requirement or limitation 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 generally applicable 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 hereofCompany’s shareholders.

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. (a) The Parties’ respective obligations under Section 15.1 will of confidentiality and nondisclosure shall not apply to any such information: Confidential Information which the Receiving Party can demonstrate by competent evidence (ai) that is, as of at the time of its disclosure or thereafter becomes, is in the public domain; (ii) after disclosure becomes part of the public domain through a source other than no act or omission by the receiving Receiving Party; (biii) that was known to in the receiving Party as possession of the time of its Receiving Party prior to disclosure and was not otherwise subject to confidentiality obligationsor development under this Agreement; (civ) that is rightly received by the Receiving Party, without obligation of secrecy, from a Third Party who was entitled to receive and transfer such; or (v) is independently developed by employees of the receiving Receiving Party without reference to such information; Confidential Information of the Disclosing Party. (db) that is subsequently learned from a third party not known The Receiving Party shall also be entitled to be under a confidentiality obligation to disclose the disclosing Party or Disclosing Party’s Confidential Information: (ei) that is required to be disclosed pursuant by applicable laws or regulations (including, without limitation, to applicable lawcomply with Securities and Exchange Commission, rulein accordance with generally accepted accounting principles, regulation, requirement or stock exchange disclosure requirements) or by order of any law enforcement agency, governmental body or a court order or other legal process or at of competent jurisdiction; (ii) to regulatory authorities for the request purpose of seeking regulatory approval of a regulatory authority. The Tocagen Product in the case of Tocagen or a Commercial Product in the case of Siemens; (iii) as may be necessary or appropriate in connection with the enforcement of this Agreement; (iv) as may be necessary to Third Parties acknowledge in connection with business transactions with the Parties, provided, that such Third Parties shall be bound by a confidentiality agreement obligating them to keep such information confidential consistent with the existence and terms of this Agreement are Agreement; and (v) as may be required otherwise, provided that the Receiving Party gives the Disclosing Party an outline of the material to be disclosed and the Disclosing Party shall consent to such disclosure; provided, that the Receiving Party 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 shall use Commercially Reasonable Efforts 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 obtain confidential treatment of such information by anyone in receipt of such information) may constitute a criminal offense of trading on the agency or tipping of material inside information regarding publicly traded securities, that access court or other disclosee to and use of any and all such information shall be restricted as described in Section 15.1 hereofthe maximum permitted extent under law, 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. Accordinglythat, in the event case of disclosures under (i) shall provide the Disclosing Party with a breach copy of Section 15.1 hereof, the non-breaching Party shall (proposed disclosure in addition sufficient time to all other rights and remedies they may have pursuant allow reasonable opportunity to this Agreement and at law comment or in equity) be entitled institute legal action to an injunction, without the necessity of posting any bond or surety, to restrain prevent disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofthereon.

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 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 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 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 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 A Party shall be entitled to use or disclose any such information: Information to the extent: (a) that is, as of the time of its disclosure such Information is or thereafter becomes, part of becomes generally known to the public domain other than through a source breach of this Agreement or any other than obligation of confidentiality between the receiving Party; Parties; (b) such Information is lawfully obtained by 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 or parties without breach of this Agreement or any other obligation of confidentiality between the Parties, as shown by documentation sufficient to establish the third party as the source of such Information and to the knowledge of the disclosing Party, without such disclosure constituting a breach by such third party or parties of an obligation of confidentiality; (c) such Information is comprised of technical information and was already known to be under a confidentiality obligation the Party prior to receipt thereof from the other Party, as shown by documentation sufficient to establish such knowledge; (d) such disclosure is required in connection with any regulatory, legal or administrative proceeding, the issues of which touch on such Information; provided that where circumstances permit prior to disclosure the disclosing Party shall notify the other Party in writing of such proposed disclosure and at the other Party’s request (and expense) the disclosing Party shall either apply for appropriate court or other orders to preserve the confidentiality of such Information or only disclose such Information to persons who shall have agreed in writing not to use or disclose such Information to the same extent that the disclosing Party is precluded from using or disclosing such Information under this Agreement; (e) that such disclosure is required to be disclosed pursuant to applicable law, rule, regulation, requirement by law or competent authority of any law enforcement agency, court order or governmental body; provided that where the circumstances permit prior to disclosure (other legal process or at than any disclosure required by applicable securities laws) the request of a regulatory authority. The Parties acknowledge that disclosing Party shall notify 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 other Party in writing of any such proposed disclosure 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 at the other Party, ’s request (and expense) apply for which money damages will not provide an adequate remedy. Accordingly, in appropriate court or other orders to preserve the event confidentiality of a breach of Section 15.1 hereof, such Information; or (f) 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 provided its prior written approval for such disclosure by 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 hereofdisclosing Party.

Exceptions. The Parties’ respective obligations under Section 15.1 will Clause 12.1 (Non-disclosure of Confidential Information) shall not apply if and to any such informationthe extent that: (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 and/or use of such Confidential Information or has otherwise confirmed in writing that such Confidential Information is not confidential; or 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 Buyer pursuant to the PPA, 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 12.2(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 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 obligations under of this Section 15.1 will 12 shall not apply to Confidential Information that: (i) is submitted to a Regulatory Authority to facilitate the issuance of, or otherwise in connection with, correspondence and/or submissions filed for any Regulatory Approval of a Product, provided, that, reasonable measures shall be taken to assure confidential treatment of such information: ; (aii) that isis provided by the Recipient to third parties under confidentiality agreements having provisions at least as stringent as those in this Agreement, as for consulting, manufacturing development, manufacturing, external testing and marketing research with respect to any of the time subject matter of its disclosure this Agreement; and, with respect to JAH, to third parties who are actual or thereafter becomes, part potential Sublicensees or other development/marketing partners of the public domain through a source other than the receiving Party; JAH; (biii) 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 provided by the receiving Party without reference Recipient to actual or prospective investors, or to a Party’s accountants, attorneys and other professional advisors, and in the case of disclosure to such information; prospective investors, accountants, attorneys and advisors, in each such case, only under confidentiality terms having provisions at least as stringent as those in this Section 12; (div) 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 pursuant to applicable lawin compliance with Applicable Laws or regulations (including, rulewithout limitation and for the avoidance of doubt, regulationthe requirements of the U.S. Securities and Exchange Commission, requirement of or any law enforcement agency, other stock exchange on which securities issued by a Party are traded) or order by a court order or other legal process or at the request governmental authority having competent jurisdiction; provided, that, if a Recipient is required to make any such disclosure of a regulatory authority. The Parties acknowledge that Discloser’s Confidential Information, the existence and terms Recipient will give reasonable advance written notice to the Discloser of this Agreement are such disclosure requirement and, except to the extent inappropriate in the case of patent applications, will use its Commercially Reasonable Efforts to secure confidential treatment of such Confidential Information required to be publicly disclosed by disclosed; or (v) is submitted to a patent-granting government authority/agency in connection with the Funds pursuant Patents related to applicable law. Without limiting the generality of the preceding paragraphsa Product, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdingsprovided, that disclosure of any and all such information that, reasonable measures shall be taken 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 assure confidential treatment 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 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 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. (a) The Parties’ respective obligations under Section 15.1 will restriction imposed by ‎Section 6.3(iii) and ‎Section 9.1 shall not apply to any such information: a disclosure of Confidential Information: (ai) that is, as of in accordance with 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 requirements of any law enforcement agency, court order stock exchange or other legal process securities regulatory authority or at the request of commission having jurisdiction over 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’s or any of its Affiliate’s securities; (ii) to government agencies as required by the terms of mining concessions or any other Authorizations; (iii) to employees or agentsto an Affiliate, consultant, contractor or subcontractor of a Party that has a bona fide need to be informed; (iv) to a Governmental Authority or to the public, which any of the Alamos Companies believes in good faith is required by Applicable Laws; (v) to actual or potential lenders or underwriters who have a bona fide need to be informed; (vi) to independent accountants or legal counsel engaged by Alamos for the purpose of enabling such accountants or legal counsel to give appropriate advice in respect of a financing or other matters arising under this Agreement; and (vii) to any recognized merchant or investment banking firm engaged in giving advice to Alamos in connection with a financing or other matter arising under this Agreement. (b) In any case to which the exceptions in ‎Section 9.2 are applicable, Alamos shall give notice to the Vista Companies, at least 7 days in advance of the making of such disclosure by Alamos or any trading on of its Affiliates. Such notice shall identify the basis Confidential Information to be disclosed and the recipient. As to any disclosure, except disclosure required by Applicable Law, only such Confidential Information as such third party shall have a legitimate business need to know shall be disclosed. Except with respect to disclosure required by Applicable Law, as to any disclosure to a third party, such third party shall first agree in writing to protect the Confidential Information from further disclosure to the same extent as Alamos is obligated under this ‎Article 9 and Alamos shall concurrently with the making of such information by anyone disclosure, give notice to Vista that the required agreement in receipt writing has been completed. Notwithstanding the absence of such information) may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securitiesrequired written agreement, that access to and use of any and all such information Alamos shall be restricted as described in Section 15.1 hereof, and responsible for assuring that BNY Mellon shall apprise all such persons having access of the obligation hereunder and under applicable law to prevent no unauthorized disclosure of information to be kept confidential pursuant to ‎Section 9.1 is made by any Person receiving information. (c) Notwithstanding the restrictions set out in ‎Section 6.3(iii) or this ‎Article 9, if Alamos is required under applicable securities laws or stock exchange requirements to publicly disclose Confidential Information in a press release or other continuous disclosure document, including an annual information form, information circular, MD&A, annual or interim financial statements, prospectus or material change report, Alamos shall notify Vista of such Confidential Informationdisclosure prior to issuing or filing such press release or continuous disclosure document. The Parties acknowledge and agree If the press release or continuous disclosure document contains any of the Vista Companies’ names, the name of any of the Affiliates, officers, directors or employees of the Vista Companies, such press release or continuous disclosure document shall not be issued or filed without the prior consent of the Vista Companies, which consent shall not unreasonably be withheld (provided that consent will not be required in respect of any breach of Section 15.1 hereof would cause not only financial damagefactual disclosure that corresponds in substance to disclosure previously consented to by the Vista Companies or disclosure already contained within a press release or continuous disclosure document issued or filed by the Vista Companies which, but irreparable harm to the other PartyKnowledge of Alamos, for which money damages will not provide an adequate remedyafter reasonable inquiry, remains factually accurate). Accordingly, in the event Failure to comment within 24 hours of receipt of notice of any proposed issuance or filing of a breach press release or continuous disclosure document containing any of Section 15.1 hereofthe Vista Companies' names will be deemed to constitute consent. However, such consent shall not be considered a representation, warranty or certification by the nonVista Companies as to the accuracy of the information or data in such press release or continuous disclosure document, or a confirmation by the Vista Companies that the content of such press release or continuous disclosure document complies with applicable securities laws or stock exchange requirements. Alamos will be responsible to provide its own Qualified Person (as such term is defined in National Instrument 43-breaching Party shall (101 – Standards of Disclosure for Mineral Projects) for any technical information contained in addition to all any press release or other rights and remedies they may have public disclosure document that is publicly disclosed or filed with regulatory authorities 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 hereof‎Section 9.2.

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) any of its Affiliates, as evidenced by its written records, without use or access to the Confidential Information. 11.3.2. The restrictions set forth in this Section 11 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. 11.3.3. In the event that LICENSOR 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 LICENSOR may disclose to a Third Party such Confidential Information of IMMEDICA as is strictly 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) 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; and (d) disclosing to actual or bona fide potential Sublicensees or subcontractors, or other Third Parties, in connection with the exercise of its rights under this Agreement or related activities, provided, that such Sublicensees and subcontractors are under obligations of confidentiality at least as onerous as those set out in this Agreement. 11.3.5. Each Party shall be responsible for any unauthorized disclosure or misuse breaches of such information (including confidentiality by BNY Mellon or 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. (a) The Parties’ respective obligations under restrictions contained in Section 15.1 will 11.2 shall not apply to any such information: Confidential Information that (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 to the receiving Party as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed submitted by the receiving Party without reference to governmental authorities to facilitate the issuance of marketing approvals for a Product, provided that reasonable measures shall be taken to assure confidential treatment of such information; (dii) that is subsequently learned from a third party not known provided by the receiving Party to be Third Parties under a appropriate terms and conditions, including confidentiality obligation provisions equivalent to the disclosing Party those in this Agreement, for consulting, manufacturing development, manufacturing, external testing and marketing trials; or (eiii) that is otherwise required to be disclosed pursuant to in compliance with applicable law, rule, regulation, requirement of any law enforcement agency, laws or regulations or order by a court order or other legal process regulatory body having competent jurisdiction; provided that if a receiving Party is required to make any such disclosure of the other Party's Confidential Information it will, except where impracticable for necessary disclosures, for example to physicians conducting studies or at to health authorities, give reasonable advance notice to the request other Party of a regulatory authority. The Parties acknowledge that such disclosure requirement and, except to the existence and terms extent inappropriate in the case of this Agreement are patent applications, will use its best efforts to secure confidential treatment of such Confidential Information required to be publicly disclosed by disclosed. (b) Nothing in Section 11.2 shall prevent NeoTherapeutics: (i) in connection with efforts to secure financing at any time during the Funds pursuant term of this Agreement, from issuing statements and sharing information as to applicable law. Without limiting NeoTherapeutics's agreements with BMS, achievements made, and the generality status of the preceding paragraphswork being done, BNY Mellon acknowledges and agrees under this Agreement, so long as such statements or information do not jeopardize the ability to obtain patent protection on Improvements or disclose technical or scientific Confidential Information; or (ii) from issuing statements that Customers are prohibited by NeoTherapeutics determines to be necessary to comply with applicable law from making selective public (including the 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 requirements of the performance of custodial services hereunderU.S. Securities and Exchange Commission, that any unauthorized disclosure or misuse of such information (including by BNY Mellon Nasdaq or any of its employees or agents, or any trading other stock exchange on the basis of such information which securities issued 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. AccordinglyNeoTherapeutics are traded); provided that, in the event case of a breach of Section 15.1 hereof, statements made to or information shared with 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 suretygeneral public, to restrain disclosure or misusethe extent practicable under the circumstances, NeoTherapeutics shall provide BMS with a copy of the proposed text of such statements sufficiently in whole or in part, advance of any information in violation of Section 15.1 hereofthe scheduled release thereof to afford BMS a reasonable opportunity to review and comment upon the proposed text.

Exceptions. The Parties’ respective Notwithstanding the foregoing, each of PacifiCare and Supplier shall be permitted to disclose relevant aspects of the other's Confidential Information to its officers, directors, agents, professional advisors, contractors (including the Benchmarker), subcontractors and employees and to the officers, directors, agents, professional advisors, contractors, subcontractors and employees of its affiliates, to the extent such disclosure is not restricted under any Assigned Agreements, any Managed Agreements, any Consents or any Laws or Governmental Approvals and only to the extent that such disclosure is reasonably necessary for the performance of its duties and obligations or the determination, preservation or exercise of its rights and remedies under Section 15.1 will this Agreement; provided, however, that the recipient shall take all reasonable measures to ensure that Confidential Information of the disclosing Party is not apply disclosed or duplicated in contravention of the provisions of this Agreement by such officers, directors, agents, professional advisors, contractors, subcontractors and employees and Confidential Information shall not be disclosed to any PacifiCare Competitors or Suppler Competitors. Third parties who request access to Supplier Confidential Information or PacifiCare Confidential Information shall first sign and deliver to the disclosing party a confidentiality agreement containing terms substantially similar to Schedule 19.1. Furthermore, nothing in this Agreement shall limit the ability of a Party in possession of the Confidential Information of the other Party to disclose such informationConfidential Information, and such Party shall have no liability for such disclosure, if such disclosure is: (a) that isrequired to be made pursuant to Law, as of the time of its disclosure government authority, duly authorized subpoena or thereafter becomescourt order, part of the public domain through a source other than whereupon the receiving PartyParty shall provide prompt notice to the disclosing Party and give such Party an opportunity to respond prior to such disclosure; (b) that was known required to be made to a court or other tribunal in connection with the receiving Party as enforcement of the time of its disclosure and was not otherwise subject to confidentiality obligationssuch Party's rights under this Agreement; or (c) that is independently developed approved 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 prior consent 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 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. Notwithstanding the provisions of Section 8.1, the following acquisitions or developments of Target Locations located or to be located within the Restricted Area are permitted: (a) The Parties’ respective obligations under Section 15.1 will direct or indirect acquisition or development of a Target Location by either PMSI or Moadel independently if either (i) Newco is financially unable to acquire or develop such Target Location using its own financial resources (without requiring a guarantee or any other financial or credit assistance from Prime, PMSI, any subsidiary or affiliate of Prime or PMSI, or any Member of Newco) or (ii) with respect only to developments of New Locations, the other party was financially unable or elected not to contribute to Newco its proportionate share of the costs necessary fund the establishment and maintenance of such New Location, in each case, on or before the date reasonably specified pursuant to the affirmative vote or written consent of two of the three managers of Newco; (b) The direct or indirect acquisition or development of a Target Location by any party independently if any manager of Newco that was not designated by such party or its affiliates pursuant to Newco's Limited Liability Company Agreement has previously voted against the acquisition or development of such Target Location; provided, however, that the exception contained in this subsection (b) shall not apply to any such information: Target Location that is located within one (a1) that is, as mile from the location of the time of Newco premises; provided further, that no party shall instruct its disclosure or thereafter becomes, part designee to vote in favor of the public domain through acquisition or development of a source other than Target Location to avoid the receiving Party; application of this subsection (b) if such party does not actually intend that was known Newco acquire or develop such Target Location, and the other party may seek damages pursuant to Section 11.12 of this Agreement for any such attempt to manipulate the receiving Party as provisions of the time of its disclosure and was not otherwise subject to confidentiality obligations; this subsection (b); (c) that is independently developed The direct or indirect acquisition or development of a Target Location by PMSI, Prime or either of their affiliates if either Moadel or PC has previously terminated or materially breached any provision of this Agreement, the receiving Party without reference to such informationLimited Liability Company Agreement of Newco, the Office and Equipment Use Agreement or any Credit Document; or (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party The direct or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order indirect acquisition or other legal process or at the request development of a regulatory authority. The Parties acknowledge that the existence and terms Target Location by Moadel, PC or either of their affiliates if either PMSI or Prime has previously terminated or breached any provision of this Agreement, the Limited Liability Company Agreement are required to be publicly disclosed by of Newco, the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges Office 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 Equipment Use Agreement 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 hereofCredit Document.

Exceptions. The Parties’ respective obligations under of this Section 15.1 will 10 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 Product, or to obtain, maintain, enforce or defend Patents (in each case only to the extent permitted by this Agreement or the License 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 and any other stock exchange or market 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 10, 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 remedyINFORMATION MARKED BY [***] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. 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 hereofTHE OMITTED PORTION HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

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 for which the order was issued. Spectrum may further disclose CyDex’s Confidential Information to extent that such disclosure is necessary to develop, file for Regulatory Approval, or commercialize the Licensed Product, or to seek, prosecute and maintain intellectual property protection for the Licensed Product. 8.4 Injunction. Each party agrees that should it breach or threaten to breach any trading on provisions of this Section 8, the basis Disclosing Party will suffer irreparable damages and its remedy at law will be inadequate. Upon any breach or threatened breach by the Receiving Party 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 securitiesthis Section 8, that access to and use of any and all such information the Disclosing 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 entitled 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 (seek injunctive relief in addition to all any other rights and remedies they remedy which it may have pursuant to this Agreement and at law or in equity) be entitled to an injunctionhave, without the necessity of posting need to post any bond or surety, to restrain disclosure or misuse, in whole or in part, of any information in violation of Section 15.1 hereofsecurity.

Exceptions. The Parties’ respective obligations under Section 15.1 will not apply to any such information: (a) Information of a Party (the “Proprietor”), other than Government Sensitive Information and other than Personal Information will not be considered to be Confidential Information in the following circumstances: (i) the Proprietor advises the other Party to whom the information has been disclosed (the “Confidant”) that is, the information is not required to be treated as Confidential Information; (ii) the information is as of Commercial Close, or becomes at any time thereafter, generally available to or accessible by the time public through no fault or wrongdoing of the Confidant; (iii) the information is a matter of public record or in the public domain; (iv) the information was in the possession of the Confidant prior to its disclosure or thereafter becomes, part and the Confidant came into possession of such information without being in breach of this Project Agreement; (v) the public domain through information is received by the Confidant on a non-confidential basis from a source other than the receiving Party; (b) Proprietor, provided that was known to the receiving Party as best of the time of its disclosure Confidant’s knowledge such source is not bound by a confidentiality agreement with the Proprietor or otherwise prohibited from disclosing the information to the Confidant by a contractual, legal or fiduciary obligation; Amended and Restated Project Agreement Ottawa Light Rail Transit Project REDACTED Execution Version CONFIDENTIAL AND PROPRIETARY Page 195 CAN: 26350049.2 BD-#30398459-v2 (vi) the information was not otherwise subject to confidentiality obligations; (c) that is independently developed by the receiving Party Confidant without reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation access to the disclosing Party or Confidential Information, as evidenced by written records; (evii) that the information is required to be disclosed pursuant to applicable lawApplicable 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 Confidant provides the Proprietor with reasonable notification and terms of this Agreement are required an opportunity to be publicly disclosed by contest such requirement prior to disclosure; (viii) subject to 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 obligation set forth in Schedule 41 – Intellectual Property, the information is disclosed to the City upon a termination of this Project Agreement, pursuant to Section 15.1 hereof and solely 48 or is otherwise required by the City for the purposes of performing (or having performed) the performance Project Scope, including the design or construction of custodial services hereunderthe System, that any unauthorized disclosure the maintenance or misuse improvement of such information (including by BNY Mellon or any of its employees or agentsthe System, or any trading on other operations or services the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on same as, 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 hereofsimilar to, the non-breaching Party shall Project Scope; or (in addition to all other rights and remedies they may have pursuant to this Agreement and at law ix) the information would not be exempt from disclosure under FIPPA 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 hereofMFIPPA.

Exceptions. The Parties’ respective foregoing obligations under Section 15.1 will as to particular Confidential Information of a Disclosing Party shall not apply to any the extent that the Receiving Party can demonstrate that such information: Confidential Information: (a) that is, as of is known by the Receiving Party at the time of its receipt without an obligation of confidentiality, and not through a prior disclosure by the Disclosing Party, as documented by the Receiving Party’s business records, provided that the foregoing exception shall not apply with respect to any Confidential Information that is deemed to be the Confidential Information of a Party pursuant to the proviso in the definition of “Confidential Information” or pursuant to Section 7.4 or Section 11.3(b)(iii), regardless of whether such Confidential Information was in the Receiving Party’s possession prior to such disclosure; (b) is in the public domain before its receipt from the Disclosing Party, or thereafter becomes, part of enters 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 of its disclosure and was not otherwise subject to confidentiality obligations; Receiving Party; (c) that is independently subsequently disclosed to the Receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the Disclosing Party; or (d) is developed by the receiving Receiving Party independently and without use of, or reference to, any Confidential Information received from the Disclosing Party, as documented by the Receiving Party’s business records, provided that the foregoing exception shall not apply with respect to any Confidential Information that is deemed to be the Confidential Information of a Party pursuant to the proviso (x) and (y) in the definition of “Confidential Information” or pursuant to Section 7.4 or Section 11.3(b)(iii), regardless of whether such Confidential Information was in the Receiving Party’s possession prior to such information; (d) disclosure, except that this exception shall not apply with respect to any such independent development that occurs following the date upon which such information is subsequently learned from a third party not known deemed to be under Confidential Information of a confidentiality obligation Party pursuant to Section 7.4 or Section 11.3(b)(iii). Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the disclosing Party general 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 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 rightful possession of the preceding paragraphs, BNY Mellon acknowledges Receiving Party unless the combination itself and agrees that Customers principle of operation are prohibited by law from making selective published or available to the general public disclosure of information regarding portfolio holdings, that disclosure of any and all such information to BNY Mellon hereunder is made strictly under or in the conditions of confidentiality set forth in Section 15.1 hereof and solely for the purposes rightful 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 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 Receiving 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 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. Page 51 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 under Section 15.1 will not apply to any such information: (a) that is, as The provisions 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 Section 11.1 shall not preclude the receiving Party as from disclosing Confidential Information of the time of its disclosure and was not otherwise subject to confidentiality obligations; other Party: (ci) that is independently developed by To the receiving Party without reference to extent 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 Confidential Information is required to be disclosed pursuant by the receiving Party to applicable lawcomply with Applicable Laws or to defend or prosecute litigation, rulePROVIDED that the receiving Party provides prior written notice of such disclosure to the disclosing Party, regulationprovides the disclosing Party, requirement to the extent possible, with sufficient time and opportunity to obtain a protective order for such Confidential Information and takes reasonable and lawful actions to avoid and/or minimize the degree of such disclosure; (ii) In connection with discussions and negotiations with its officers, directors and shareholders as may be deemed necessary by the Company’s Chief Executive Officer or Chief Financial Officer to procure support and approval of the transactions contemplated hereunder; (iii) In order to comply with Applicable Laws governing disclosures under the receiving Party’s financial statements, if, in the reasonable opinion of the receiving Party’s auditors or Chief Financial Officer, such disclosure is necessary for such compliance; (iv) To satisfy the due diligence exercise by any law enforcement agencyThird Party (including potential Sublicensees, court order investors, investment bankers, lenders, acquirers, merger partners, or other legal process or at potential financial partners, and their attorneys and agents) provided such Third Party has executed a confidentiality agreement in a form consistent with the request of a regulatory authority. The Parties acknowledge that terms hereof to protect 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; [†] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION (v) may constitute In connection with discussions and negotiations with any Person in connection with a criminal offense Sublicense or permitted subcontract hereunder, PROVIDED such Person has executed a confidentiality agreement in a form consistent with the terms hereof to protect the confidentiality of trading on or tipping of material inside information regarding publicly traded securitiessuch information; or (vi) To their respective legal counsel, that access to accountants and use of any and all such auditors as necessary. (b) Specific information shall not be restricted as described in Section 15.1 hereof, and that BNY Mellon shall apprise all such persons having access deemed to be within any 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 foregoing exclusions merely because it is embraced by more general information in violation of Section 15.1 hereoffalling within these exclusions.

Exceptions. The Parties’ respective obligations under Section 15.1 13.1 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 13.1 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 13.1 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 13.1 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 13.1 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 13.1 hereof.

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 non-use and non-disclosure obligations under set forth in this Section 15.1 will 8 shall survive the expiration or earlier termination of this Agreement. The non-use and non-disclosure obligations set forth in this Section 8 shall not apply to any such information: Confidential Information, or portion thereof, that was first disclosed by the Disclosing Party to the Receiving Party after the expiration or earlier termination of this Agreement or 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 no fault of and or without violation of any duty of confidentiality of the receiving Party; Receiving Party or its disclosees; (bc) that was known to the receiving Party as of at the time of its disclosure and is already in the Receiving Party’s possession with no duty of confidentiality; (d) is rightfully received by the Receiving Party from an independent Third Party without obligation of confidentiality; provided, however, that to the Receiving Party’s best knowledge, such information was not otherwise subject to confidentiality obligationsobtained by said Third Party, directly or indirectly, from the Disclosing Party; or (ce) that is independently developed by or expressly for the receiving Party Receiving Party, in either case solely by personnel without reference any access to such information; (d) or use of the Disclosing Party’s information as shown by Receiving Party’s competent, contemporaneous written evidence. In addition, in the event that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Receiving Party or (e) that 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 other legal in any regulatory, judicial or governmental process or at having jurisdiction over the Receiving Party to disclose the Confidential Information, the Receiving Party hereby agrees to notify the Disclosing Party of the request of or requirement immediately and to make a regulatory authorityreasonable effort to obtain, or to assist the Disclosing Party in obtaining, confidential treatment or a protective order or any other reasonable measure preventing or limiting the disclosure (to the greatest CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. The Parties acknowledge 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 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. possible extent and for the longest possible period), 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 for which the law or regulation required, or for which the order was issued, which the Disclosing Party deems necessary to protect the confidentiality of the performance of custodial services hereunder, that any unauthorized disclosure Confidential Information (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 much as possible of the obligation hereunder and under applicable law to prevent unauthorized disclosure of such Confidential Information). The Parties acknowledge and agree that In any breach of Section 15.1 hereof would cause not only financial damageevent, but irreparable harm should the Receiving Party be required by such compulsion to in the end disclose Confidential Information to the other Partyrequiring authority (and, 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 suretyif so required thereby, to restrain the public), (x) the Receiving Party hereby agrees to take reasonable steps to seek such confidential treatment for the Confidential Information (or as much as possible of the Confidential Information); (y) the Receiving Party may provide the Confidential Information to the appropriate requiring authority (and, if so required thereby, to the public) as ultimately so compelled without such disclosure or misuse, in whole or in part, of any information in being deemed a violation of Section 15.1 hereofthis Agreement; and (z) such disclosure to the requiring authority as ultimately so compelled shall not deprive the disclosed information of Confidential Information status for any other purposes of this Agreement.

Exceptions. The Parties’ respective obligations under Section 15.1 will Notwithstanding the foregoing, Confidential Information does not apply to include any such information: of the following which is verifiable by written records: (a) Information that is, as of the time of its disclosure or thereafter becomes, part of was generally available to the public domain through a source other than the receiving Party; prior to disclosure by WCC; (b) Information that becomes generally available to the public after disclosure by WCC, but only if such information became generally available to the public by means other than an unauthorized disclosure resulting from an act or omission by the Vendor; (c) Information that was known lawfully in Vendor's possession prior to the receiving Party as disclosure by WCC; (d) Information disclosed to Vendor by a third party who was lawfully in possession of the time of its disclosure such information and who was not bound by a confidentiality agreement with WCC and who was not otherwise subject prohibited from transmitting the information to confidentiality obligationsVendor by a contractual, legal, fiduciary, or other obligation; (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 and (e) Information that is required to be disclosed to comply with applicable laws or regulations or with a court or administrative order, provided that Vendor shall provide the WCC with prior written notice of such required disclosure and that Vendor shall take all reasonable and lawful actions to obtain confidential treatment of such disclosure and, if possible, to minimize the extent of such disclosure. Specific information within the scope of Confidential Information 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 provisions of this Agreement are required shall not be deemed to be publicly within any of the above exceptions merely because the information is embraced by more general information within any of the above exceptions. In addition, Vendor will not be relieved of its obligation of confidentially and non-disclosure as to any combination of features disclosed by the Funds pursuant to applicable law. Without limiting the generality provisions of this Agreement merely because individual features of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers combination are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that disclosure of within 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 above exceptions, but only if the combination itself and its principle of custodial services hereunderoperation are within one of the above exceptions. In the event Vendor determines that all or part of the provided Confidential Information is excluded from the obligations of confidence contained herein and/or intends to disclose such information, that any unauthorized disclosure or misuse Vendor shall provide to WCC written notice of such information determination or intent and the reason therefore at least thirty (including 30) days prior to any disclosure 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 Vendor 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. 3.1 The Parties’ respective Recipient may disclose Confidential Information to other Receiving Entities who have an actual need to know the Confidential Information for the Permitted Purpose, provided that it informs those other Receiving Entities of the confidential nature of the Confidential Information before such disclosure. 3.2 Subject to clause 3.3, the obligations under Section 15.1 will in clause 2 shall not apply to any such information: Confidential Information which (as shown by appropriate documentation and other evidence in the Recipient’s possession): (a) that is, as of was already known to a Receiving Entity on a non-confidential basis prior to the time of its first disclosure by a Disclosing Entity to a Receiving Entity, unless it came to be so known as a direct or thereafter becomesindirect result of having been: (i) unlawfully obtained by a Receiving Entity, 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 whether from a third party not known to be under or otherwise; or (ii) received by a Receiving Entity from a third party that owed a confidentiality obligation to the disclosing Disclosing Party in respect of that information at the time of such receipt, in circumstances in which the Recipient knew, or ought reasonably to have known after due enquiry, that the third party owed that confidentiality obligation to the Disclosing Party; (b) is or becomes generally available to the public, unless it became so generally available as a direct or indirect result of having been disclosed by any person: (i) in circumstances that constitute a breach of this agreement by the Recipient (for the avoidance of doubt, including any breach by the Recipient of its obligations under clause 2.1(e) to ensure that its Authorised Third Party Recipients comply with the obligations in this agreement as if they were parties to this agreement in the place of the Recipient); or (ii) that owed a confidentiality obligation to the Disclosing Party in respect of that information at the time of such disclosure, in circumstances in which the Recipient knew, or ought reasonably to have known after due enquiry, that the person owed that confidentiality obligation to the Disclosing Party; (c) is, after the time of its first disclosure by any Disclosing Entity to any Receiving Entity, lawfully received by any Receiving Entity from a third party that is not a Disclosing Entity, and the Recipient reasonably believed, after due enquiry, that the information was not so received as a direct or indirect result of a breach by any person of a confidentiality obligation owed to the Disclosing Party; (d) is required by law or court order to be disclosed, provided that the Recipient must: (i) promptly notify the Disclosing Party in writing in advance of any such disclosure, if reasonably practicable; and (ii) reasonably assist the Disclosing Party in obtaining confidential treatment for, or avoiding or minimising such disclosure of, the relevant Confidential Information to the extent reasonably requested by the Disclosing Party; (e) that is required to be disclosed pursuant to applicable lawindependently developed by a Receiving Entity without any direct or indirect use of, rulereference to, regulation, requirement of or reliance on any law enforcement agency, court order Confidential Information; or (f) is authorised for release 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 use by the Funds pursuant to applicable law. Without limiting the generality written pre-approval 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 Disclosing Party but only 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 extent of such information (including by BNY Mellon or written pre-approval. 3.3 The exceptions in clause 3.2 shall not apply to any specific Confidential Information merely because it is included in more generally non-confidential information, nor to any specific combination 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 damageInformation merely because individual elements, but irreparable harm to not the other Partycombination, for which money damages will not provide an adequate remedy. Accordingly, are included 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.

Exceptions. 5.1 The Parties’ respective obligations under Section 15.1 will to maintain information confidential in clause 3 shall not apply to any such information: where the Receiving Party can demonstrate that the Confidential Information: (a) that is, as of the time of its disclosure is in or thereafter becomes, part of enters the public domain through otherwise than as a source other than the receiving Partyresult of a breach of this Agreement; or (b) that was known by the Receiving Party or its Agents prior to the receiving disclosure thereof by the Disclosing Party as or is subsequently obtained by the Receiving Party or its Agents and received from a source (other than directly or indirectly from the Disclosing Party) permitted to disclose the same free from confidentiality restrictions, or is otherwise lawfully in the possession of the time Receiving Party otherwise than as a result of a breach of this Agreement, as evidenced by the written records of the Receiving Party and / or its disclosure and was not otherwise subject to confidentiality obligationsAgents; or (c) that is independently developed by approved for disclosure pursuant to the receiving Party without reference to such informationprior written consent of the Disclosing Party; or (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 lawa statutory obligation, rule, regulation, requirement of any law enforcement agency, court the order or other legal process or at the request of a court of competent jurisdiction or requested by a competent regulatory authoritybody, or authority provided that the Receiving Party, to the extent legally possible, gives written notice to the Disclosing Party once it becomes aware that it may become so compelled, and makes all reasonable effort to protect the Confidential Information in connection with the disclosure and such disclosure shall be limited to the minimum amount of Confidential Information required to satisfy that disclosure obligation. The Parties acknowledge that Receiving Party shall take such steps as the existence Disclosing Party may reasonably require to prevent such disclosure and terms will keep the Disclosing Party promptly and fully informed of all developments relating to any such potential disclosure. 5.2 For the avoidance of doubt, Confidential Information shall not be deemed to be in the public domain merely because it is known to a limited number of third parties having experience in the relevant field. In addition, any combination of elements of the Confidential Information shall not be deemed to be within the foregoing exceptions merely because individual elements of the Confidential Information are in the public domain but only if the combination is in the public domain. Further, if a portion (but not all) of the Confidential Information falls within any one of the above exceptions, the remainder of the Confidential Information shall continue to be subject to the restrictions 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 hereofAgreement.

Exceptions. The Parties’ respective confidentiality obligations under set forth in Section 15.1 will 9.1 above shall not apply to any such informationinformation that: (ai) that is, as is lawfully in the possession of the Receiving Party without restriction on disclosure at the time of the Disclosing Party’s first disclosure to the Receiving Party (as evidenced by written records); provided that this clause (i) shall not limit (A) Supplier’s obligations with respect to Confidential Information of Customer that was in Supplier’s possession or known to Supplier’s employees or contractors prior to the Effective Date that relates exclusively to the Acquired Business or (B) Customer’s obligations with respect to Confidential Information of Supplier and its disclosure Affiliates that was in Customer’s possession or thereafter becomes, part known to Customer’s employees or contractors prior to the Effective Date that relates exclusively to businesses of the public domain through a source Supplier and its Affiliates other than the receiving PartyAcquired Business; (bii) that was known is disclosed to the receiving Receiving Party as by a third party who had the right to make such disclosure to the Receiving Party free of the time of its disclosure and was not otherwise subject to any confidentiality obligations; (ciii) that is independently developed by the receiving Receiving Party without reference to such informationor use of the Disclosing Party’s Confidential Information (as evidenced by written records); or (div) that is subsequently learned from a third party not known to be under a confidentiality obligation is, or through no fault of the Receiving Party has become, generally available to the disclosing public. In addition, the Receiving Party or (e) may disclose Confidential Information of the Disclosing Party to the extent that such disclosure is required to be disclosed pursuant to applicable by law, rulea court order, regulationor a governmental agency with jurisdiction, requirement provided that before making such a required disclosure the Receiving Party notifies the Disclosing Party in writing of such required disclosure as soon as is reasonably practicable after receiving notice of any such required disclosure, takes commercially reasonable actions to assure the confidential handling of the Disclosing Party’s Confidential Information, including, to the extent permissible and practicable, affording the Disclosing Party a reasonable period of time to seek a protective order prohibiting the disclosure of the Disclosing Party’s Confidential Information, if allowed by applicable law enforcement agencyand cooperates with the Disclosing Party, court order or other legal process or at the Disclosing Party’s reasonable request of a regulatory authority. The Parties acknowledge that and expense, in any lawful action to contest or limit 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 scope 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 hereofrequired disclosure.

Exceptions. Notwithstanding the provisions of Section 8.1, the following acquisitions or developments of Target Locations located or to be located within the Restricted Area are permitted: (a) The Parties’ respective obligations under Section 15.1 will direct or indirect acquisition or development of a Target Location by either PMSI or Moadel independently if either (i) Newco is financially unable to acquire or develop such Target Location using its own financial resources (without requiring a guarantee or any other financial or credit assistance from Prime, PMSI, any subsidiary or affiliate of Prime or PMSI, or any Member of Newco) or (ii) with respect only to developments of New Locations, the other party was financially unable or elected not to contribute to Newco its proportionate share of the costs necessary fund the establishment and maintenance of such New Location, in each case, on or before the date reasonably specified pursuant to the affirmative vote or written consent of two of the three managers of Newco; (b) The direct or indirect acquisition or development of a Target Location by any party independently if any manager of Newco that was not designated by such party or its affiliates pursuant to Newco's Limited Liability Company Agreement has previously voted against the acquisition or development of such Target Location; provided, however, that the exception contained in this subsection (b) shall not apply to any such information: Target Location that is located within one (a1) that is, as mile from the location of the time of Newco premises; provided further, that no party shall instruct its disclosure or thereafter becomes, part designee to vote in favor of the public domain through acquisition or development of a source other than Target Location to avoid the receiving Party; application of this subsection (b) if such party does not actually intend that was known Newco acquire or develop such Target Location, and the other party may seek damages pursuant to Section 11.12 of this Agreement for any such attempt to manipulate the receiving Party as provisions of the time of its disclosure and was not otherwise subject to confidentiality obligationsthis subsection (b); (c) that is independently developed The direct or indirect acquisition or development of a Target Location by PMSI, Prime or either of their affiliates if either Moadel or PC has previously terminated or materially breached any provision of this Agreement, the receiving Party without reference to such informationLimited Liability Company Agreement of Newco, the Office and Equipment Use Agreement or any Credit Document; or (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party The direct or (e) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order indirect acquisition or other legal process or at the request development of a regulatory authority. The Parties acknowledge that the existence and terms Target Location by Moadel, PC or either of their affiliates if either PMSI or Prime has previously terminated or breached any provision of this Agreement, the Limited Liability Company Agreement are required to be publicly disclosed by of Newco, the Funds pursuant to applicable law. Without limiting the generality of the preceding paragraphs, BNY Mellon acknowledges Office 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 Equipment Use Agreement 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 hereofCredit Document.

Exceptions. The Parties’ respective obligations under Section 15.1 will provisions of Article 10.1 hereof shall 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 prior to the disclosure by the disclosing Party as demonstrated by written records of the time receiving Party; (b) has entered the public domain without such Party’s breach of its disclosure and was not otherwise subject any obligation owed to confidentiality obligations; the disclosing Party; (c) that is permitted to be disclosed by the prior written consent of the disclosing Party; (d) has become known to the receiving Party from a source other than the disclosing Party, other than by breach of any obligation of confidentiality owed to the disclosing Party by contract or otherwise, as evidence by written records of the receiving Party; (e) is independently developed by the receiving Party without reference to such informationbreach of this Agreement as proven by written evidence of the receiving Party; or (df) 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 the receiving Party to applicable lawcomply with Applicable Laws or the order of court of competent jurisdiction, ruleto defend or prosecute litigation arising under this Agreement, regulationor otherwise to comply with its obligations, requirement or enforce its rights, under this Agreement, in each case, provided that the receiving Party provides prior written notice of such disclosure to the disclosing Party in sufficient time to permit the respective Party to object and to take certain precautions (for example, filing of Patents or filing of a protective order), if the respective Party so desires. The receiving Party shall use Commercially Reasonable Best Efforts to take any and all reasonable and lawful actions to avoid or minimize the degree of any law enforcement agency, court order or other legal process or at the request of a regulatory authoritysuch disclosure. The Parties acknowledge will co-operate in interposing an objection to such requirement or in seeking appropriate limitations or protections in connection therewith. In addition, nothing in this provision will prevent either of the Parties from issuing statements that the existence and terms of this Agreement are required such Party reasonably determines to be publicly disclosed necessary to comply with Applicable Law (including the disclosure requirements of any stock exchange on which securities issued by such Party are traded); provided that, to the Funds pursuant to applicable law. Without limiting extent practicable under the generality circumstances, such Party shall provide the other Party with a copy of the preceding paragraphs, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public disclosure proposed text 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 statements sufficiently in Section 15.1 hereof and solely for the purposes advance of the performance of custodial services hereunder, that any unauthorized disclosure or misuse of scheduled release thereof to afford such information (including by BNY Mellon or any of its employees or agents, or any trading on other Party a reasonable opportunity to review and comment upon 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 hereofproposed text.

Exceptions. The Parties’ respective obligations under Section 15.1 will of confidentiality set forth in section 7.1 of this Agreement shall not apply to any information to the extent that 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 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 independently developed by disclosed to the receiving Party without reference to such informationparty by another person not in violation of the rights of the disclosing party; or (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to disclosed by the disclosing party to a Third Party or free of any obligation of confidentiality; or (e) that such Confidential Information is required to be disclosed pursuant by law; provided, however, in such event, the party required to applicable law, rule, regulation, make such disclosure shall inform the disclosing party of such requirement of any law enforcement agency, court order or other legal process or prior to disclosure and reasonably assist the disclosing party (at the request disclosing party's expense) in taking whatever reasonable steps are available to maintain the confidentiality of a regulatory authority. The Parties acknowledge that such information; or (f) to the existence and terms of this Agreement are required extent the receiving party needs 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 is made strictly under a relevant regulatory authority in order to support its legitimate business interests it may do so, provided that, in such event, the conditions of confidentiality set forth in Section 15.1 hereof and solely for receiving party shall inform the purposes of the performance of custodial services hereunder, that any unauthorized disclosure or misuse disclosing party of such information requirement prior to disclosure and reasonably assist the disclosing party (including by BNY Mellon or any of its employees or agents, or any trading on at the basis of such information by anyone disclosing party's expense) in receipt taking whatever reasonable steps are available to maintain the confidentiality of such information; or [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES (g) Biomira may constitute a criminal offense of trading on or tipping of material inside information regarding publicly traded securitiesdisclose Know-How, but only to the extent that access it is necessary to and use of any and all disclose such information shall be restricted as described in Section 15.1 hereofKnow-How, 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 that such disclosure is 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 permitted sublicensees hereunder, to restrain disclosure any Fill and Finish Manufacturer or misuse, to any Third Party of the type referred to in whole sections 5.3 and 10.2(c) of the Supply Agreement; or (h) is submitted to governmental agencies as necessary to facilitate the issuance of marketing or other approvals required by Biomira and/or its sublicensees in part, of any information in violation of Section 15.1 hereofconnection with its products.

Exceptions. The Parties’ respective Recipient’s obligations under in Section 15.1 will 6.1 shall not apply extend to any Confidential Information to the extent that the Recipient can demonstrate that such information: Confidential Information (a) that isis or hereafter becomes generally available to the public by use, as publication, general knowledge or the like other than by breach by the Recipient or any of its Representatives of the time of its disclosure or thereafter becomesterms hereof, part of the public domain through a source other than the receiving Party; (b) is received from a third party, other than a Representative of, or any other Person that was known to the receiving Party as disclosed Confidential Information on behalf of, AstraZeneca, that is lawfully in possession of the time such information and is not in violation of any contractual or legal obligation of confidentiality between such third party and AstraZeneca or any of its disclosure and was not otherwise subject Representatives with respect to confidentiality obligations; such information, (c) that was already in the possession of the Recipient or any of its Representatives prior to receipt from AstraZeneca or any of its Representatives as shown in the written records of the Recipient or its Representatives or by other competent evidence, (d) is or was independently developed by the receiving Party Recipient or any of its Representatives without use or reference to such information; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to Confidential Information, as shown in the disclosing Party written records of the Recipient or its Representatives or by other competent evidence, or (e) is or was generally made available to third parties by or on behalf of AstraZeneca, or its Affiliates, without restriction on disclosure. Information disclosed or made available to the Recipient by or on behalf of AstraZeneca shall be presumed to be Confidential Information subject to this Agreement and the burden of establishing that such information comes within the foregoing exceptions to the Recipient’s obligations of confidentiality shall rest with the Recipient. Confidential Information disclosed to the Recipient hereunder shall not be deemed by the Recipient to fall within the above exceptions merely because it is embraced by more general information that falls within such exceptions. Compliance with Laws . This Agreement shall not be deemed to restrict the Recipient or its Representatives from complying with a lawfully issued governmental order or other legal requirement to produce or disclose Confidential Information; provided, however, that the Recipient shall promptly notify AstraZeneca upon learning of such order or other requirement, to enable AstraZeneca to oppose such order or requirement, as the case may be, or obtain a protective order, and the Recipient shall, and shall cause any applicable Representative to, reasonably cooperate with AstraZeneca in objecting to such order or requirement and in any related proceedings; and provided, further, that if such order or requirement is not quashed or a protective order is not obtained, any Confidential Information disclosed in response to such order or requirement shall be limited to information that is legally required to be disclosed pursuant in such response to such order or requirement, and the Recipient shall, and shall cause any applicable Representative to, cooperate with AstraZeneca to obtain confidential treatment, to the extent reasonably possible, with respect to any Confidential Information so disclosed. Press Releases and Use of Name . Each Party shall keep the existence of, the terms of and the transactions covered by this Agreement confidential and shall not disclose such information to any other Person through a press release or otherwise, or mention or otherwise use the name, insignia, symbol, trademark, trade name or logotype of the other Party or its Affiliates in any manner without the prior written consent of the other Party in each instance (which shall not be unreasonably withheld). The restrictions imposed by this Section 6.4 will not prohibit any Party from making any disclosure identifying the other Party that is required by applicable law, rulerule or regulation or the requirements of a national securities exchange or another similar regulatory body, regulation, requirement in which event such Party (a) may disclose only that portion of any law enforcement agency, court such information that is legally required to be disclosed and shall exercise its reasonable best efforts to obtain a protective order or other legal process or at reliable assurance that confidential treatment will be accorded to the request of a regulatory authorityinformation so disclosed; and (b) shall notify the other Party prior to making such disclosure. The Parties acknowledge that Notwithstanding anything to the existence and terms of contrary in this Section 6.4, to the extent any information relating to this Agreement are required to be or the transactions covered by it is publicly disclosed by with the Funds pursuant to applicable law. Without limiting the generality consent of the preceding paragraphsParties, 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 a Party may thereafter disclose such information to BNY Mellon hereunder is made strictly under without the conditions prior written approval 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 will not apply to any such information: (a) that is, as of Confidential Information excludes information that: (i) was in the public domain at the time of its disclosure it was disclosed or thereafter becomes, part of subsequently comes into the public domain through no fault of the Receiving Party, its employees, agents or contractors; (ii) was already known to the Receiving Party before receipt hereunder (as evidenced by its written records); (iii) was independently developed by the Receiving Party or on its behalf without any use of the Confidential Information; or (iv) becomes known to the Receiving Party, without restriction, from a source other than the receiving Disclosing Party; provided that such information was provided (A) under the circumstances of disclosure that the Receiving Party does not have a duty of non-disclosure owed to such third party, (B) to the Receiving Party’s knowledge, the Disclosing Party’s disclosure does not violate a duty of non-disclosure owed to another, including the Receiving Party, and (C) the disclosure by the third party is not otherwise unlawful. (b) that was known to The Receiving Party may disclose Confidential Information of the receiving Disclosing Party as may be required by applicable Law, regulation or order of the time of its disclosure and was not otherwise subject a competent authority to confidentiality obligations; (c) that is independently developed be disclosed 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 Receiving Party, or (e) that is as reasonably required to be disclosed to a professional adviser of the Receiving Party, provided that, to the extent practicable and legally permissible in the circumstances, the Receiving Party shall provide the Disclosing Party with prompt prior written notice of the intended disclosure and a reasonable opportunity to challenge the same. The Receiving Party shall use its reasonable endeavours to procure that any competent authority by whom disclosure is required or to whom disclosure is made undertakes: (i) to consult with the Disclosing Party in connection with any application or request for disclosure made to the competent authority by a third party pursuant to applicable lawany freedom of information legislation, rule, regulation, requirement and (ii) to inform the Disclosing Party 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 information to be publicly disclosed by the Funds pursuant prior 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 disclosure. (c) The exceptions to BNY Mellon hereunder is made strictly under the conditions of confidentiality Confidential Information set forth in Section 15.1 hereof 8.2(a) shall not apply to personally identifiable information accessed and/or held by any Party, unless the Receiving Party can establish, by documentary evidence, that it lawfully received the same personally identifiable information independently from (i) the owner of such personally identifiable information, (ii) a Person to whom such personally identifiable information relates or (iii) a party with the legal authority to provide such personally identifiable information to the Receiving Party on behalf of such Person. As between the Receiving Party and solely the Disclosing Party, the Receiving Party shall bear all responsibility and liability for the purposes Receiving Party’s disclosure and all other uses of the performance personally identifiable information which the Receiving Party receives (except to the extent that the Receiving Party is acting with respect to such personally identifiable information, in accordance with the express directions of custodial services hereunderthe Disclosing Party, in which case the Receiving Party’s responsibility and liability shall be determined in accordance with the other provisions of this Agreement). To the extent that the Receiving Party becomes aware of any unauthorized non-permitted transmittal or disclosure or misuse of Confidential Information, the Receiving Party shall use reasonable endeavours to promptly notify the Disclosing Party of such information non-permitted transmittal or disclosure of Confidential Information. (including d) Nothing in this Agreement shall be construed to limit or prohibit the Receiving Party from independently creating or developing (or having created or developed for it), or from acquiring from third parties, any information, products, concepts, systems, or techniques that are similar to or compete with the information, products, concepts, systems, or techniques contemplated by BNY Mellon or embodied in the Disclosing Party’s Confidential Information; provided that (in connection with such creation, development, or acquisition) the Receiving Party does not violate any of its employees or agentsobligations under this Agreement. Notwithstanding the foregoing in this subsection (d), the Receiving Party shall not, nor assist others to, disassemble, decompile, reverse engineer, or any trading on otherwise attempt to recreate, 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 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: (a) The provisions of Section 20.1 shall not apply to: (i) Confidential Information that is, as of the time of its disclosure is or thereafter becomes, part of becomes generally available to the public domain through a source other than the receiving Party; (b) that was known to the receiving Party as a result 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 lawby, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request direction of, a Party, any of a regulatory authority. The Parties acknowledge that its Recipients or the existence and terms Company in violation of this Agreement are Contract; (ii) disclosure to the extent required to be publicly disclosed by under applicable Law or 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 rules of any and all such information stock exchange applicable 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 a Party or any of its employees Affiliates; provided that such disclosure shall be limited solely to the extent required by applicable Law or agentsthe rules of any such stock exchange and, to the extent practicable, the Party or the Company, as the case may be, that is the proprietor of the Confidential Information subject to such disclosure shall be given an opportunity to review and comment on the contents of the disclosure before it is made; (iii) disclosure to the extent required by applicable Law or judicial or regulatory process or in connection with judicial or arbitration process regarding any legal action, suit or proceeding arising out of, or any trading on relating to, this Contract; provided that the basis of such information by anyone in receipt of such information) may constitute a criminal offense of trading on Party required to make the disclosure promptly notifies the Company 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 as applicable, so that the Company or such other Party may seek an adequate remedy. Accordinglyappropriate protective order, in the event of a breach of Section 15.1 hereofand if no such protective order is obtained, the non-breaching disclosing Party will only furnish that portion of the Confidential Information that it is advised by counsel is legally required and will exercise all commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to the disclosed Confidential Information; and (iv) use of Confidential Information concerning the Company by the Receiving Party after the termination of this Contract in accordance with the provisions hereof where the Receiving Party is legally permitted to continue to operate, whether directly or indirectly, and whether or not in cooperation with any other Person or any other Party, the business of the Company. 20.3. Publicity Neither Party shall (make any announcement about the Company, this Contract or the other Party in addition relation to all other rights and remedies they may have pursuant to the Company, this Agreement and at law cooperation or in equity) be entitled to an injunction, the business of the Company without the necessity prior written consent of posting the other Party. Either of the Parties may at any bond time make announcements that are required by applicable Law or surety, to restrain disclosure or misuse, in whole or in part, the rules of any information stock exchange applicable to such Party or any of its Affiliates, so long as the Party so required to make the announcement, promptly upon learning of such requirement, notifies in violation writing the other Party of Section 15.1 hereofsuch requirement and discusses with the other Party in good faith the exact wording of any such announcement and takes precautionary measures to prevent disclosure of Confidential Information to the maximum extent permitted.

Exceptions. The 25.2.1 Nothing in this Clause 25 (Confidentiality) prevents any announcement being made or any confidential information being disclosed by any Party: a. on the date of this Agreement, in accordance with Clause 4 (Announcements), or on any date following the date of this Agreement, if the Parties have reasonably agreed on the contents of such announcement; or b. on or following the Closing Date, if the Parties have reasonably agreed on the contents of such announcement; or 540 Aegon Annual Report on Form 20-F 2022 Exhibit 4.4 c. to the extent required by Applicable Law or any competent regulatory body or recognised stock exchange on which the shares of any Party are listed or to comply with any applicable accounting requirements; any Party so required to disclose any confidential information shall promptly notify the other Parties’ respective obligations , to the extent lawful to do so, before disclosure occurs and shall consult with the other Parties regarding the timing and content of such disclosure and shall take such action which the other Parties may reasonably request to challenge the validity of such disclosure requirement; or d. to the extent required under Section 15.1 will not apply any agreement with a Tax Authority existing on the date of this Agreement, entered into by ASR or a Group Company following the Closing Date or otherwise reasonably necessary in connection with the relevant Party’s tax affairs; or e. to any the extent that such information: (a) that is, as of the time of its information is public knowledge other than through unlawful disclosure or thereafter becomes, part breach of the public domain through a source other than the receiving this Clause 25 (Confidentiality) by that Party; (b) that was known or f. in legal proceedings to the receiving Party as of the time of extent reasonably necessary to exercise its disclosure and was not otherwise rights under this Agreement; or g. to that Party’s professional advisers or its financiers subject to a duty of confidentiality obligations; and only to the extent necessary for any lawful purpose. 25.2.2 Nothing in this Clause 25 (cConfidentiality) prevents any Party from making any public statements or providing ordinary course communications, after the Announcements have been issued, regarding the Transaction to employees, shareholders or investors of such person that is independently developed substantially reiterate (and are not inconsistent with) the Announcements or other public statements approved in advance 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 hereofParties.

Exceptions. The Parties’ respective obligations under Section 15.1 will not apply A party may disclose information referred to any such information: in Clause 13.1 (including by way of press or public announcement or the issue of a circular) which would otherwise be confidential if and to the extent that the disclosure is: (a) that isapproved by the other parties in writing in advance, as of the time of its disclosure such approval not to be unreasonably withheld or thereafter becomes, part of the public domain through a source other than the receiving Party; delayed; (b) that was known to required by the receiving Party as law of the time any relevant jurisdiction or by a court of its disclosure and was not otherwise subject to confidentiality obligations; competent jurisdiction; (c) that required by any securities or investment exchange or regulatory or governmental body to which a party is independently developed by subject wherever situated, including the receiving Party without reference to such information; US Securities and Exchange Commission, the New York Stock Exchange, the London Stock Exchange, the UK Listing Authority or the Takeover Panel; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party Bond or Prism; (e) that is required made to be disclosed pursuant to applicable lawthe professional advisers, rule, regulation, requirement auditors or bankers of any law enforcement agencyof the Sellers, court order Bond or other legal process or at Prism, subject to the request of a regulatory authority. The Parties acknowledge condition that the existence and terms Seller, Bond or Prism (as appropriate) making the disclosure shall procure that those persons comply with Clause 13.1 as if they were parties to this Agreement; (f) made to the professional advisers, auditors or bankers of this Agreement are required to be publicly disclosed by the Funds pursuant to applicable law. Without limiting the generality any member of the preceding paragraphsPurchaser’s Group or any member of the Group, BNY Mellon acknowledges and agrees subject to the condition that Customers are prohibited by law from making selective public disclosure the Purchaser shall procure that those persons comply with Clause 13.1 as if they were parties to this Agreement; (g) made to the officers or employees of that party who need to know the 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 transactions effected or contemplated by this Agreement subject to the condition that the party making the disclosure shall procure that those persons comply with Clause 13.1 as if they were parties to this Agreement; (h) made by any Seller in the proper exercise of custodial services hereunderhis duties as an employee or consultant of any member of the Group or the Purchaser’s Group; (i) of information that has already come into the public domain through no fault of that party; and (j) of information of the kind referred to in Clause 13.1(c) which is already lawfully in the possession of that party as evidenced by its or its professional advisers’ written records and which was not acquired directly or indirectly from the other party to whom it relates, provided that any unauthorized disclosure information disclosed pursuant to Clause 13.2 (b) 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 informationc) 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 hereofdisclosed only, 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 damageif reasonably practicable, but irreparable harm after notice to the other Partyparties (save where such notice is prohibited by law) and the disclosing party shall take reasonable steps to consult and co-operate with the other parties regarding the content, for timing and manner of that disclosure and any action which money damages will not provide an adequate remedy. Accordingly, in any of them may reasonably elect to take to challenge legally the event validity 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 hereofthat requirement.

Exceptions. The Parties’ respective obligations under consent required by Section 15.1 will 19.1 shall not apply to any such information: a disclosure: (a) to an Affiliate, advisor, auditor, consultant, contractor or subcontractor that is, as of has a bona fide need to be informed; (b) to any third Person to whom the time disclosing Participant contemplates a Transfer of its disclosure interest in or thereafter becomesto this Agreement, the Joint Venture, its Participating Interest or the Joint Venture Property and to whom the disclosing Participant is permitted to make a Transfer under Section 15.4; (c) which, through no fault of either Participant, has become publicly disclosed or 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; domain; (d) to a governmental agency or to the public (including public filing on SEDAR at ▇▇▇.▇▇▇▇▇.▇▇▇) which the disclosing Participant believes in good faith is required or desirable by pertinent law or regulation or the rules of any stock exchange; (e) if required in connection with legal proceedings or arbitration relating to this Agreement or for the purpose of advising a Participant or the Operator in relation to legal proceedings or arbitration; or (f) to a banker or other financial institution considering the provision of or, which has provided financial accommodation to, a Participant or an Affiliate of a Participant or to a trustee, representative or agent or such a banker or financial institution, provided that, in the case of disclosure pursuant to Sections 19.2(b) or 19.2(f), a confidentiality undertaking must be executed that is subsequently learned from must be in a prior agreed form satisfactory to the non- disclosing Party, acting reasonably, which form may be redacted to protect the identity of such third Person, banker or other financial institution. Such confidentiality undertaking must (i) contain a third party not known to be under a confidentiality obligation to beneficiary clause or otherwise provide that it is in favour of the non- disclosing Party hereunder, and (ii) must permit disclosure of its terms by the disclosing Party or to such non-disclosing Party. The disclosing Party must (ei) that is advise the non-disclosing Party if it executes a confidentiality undertaking and provide Notice when the disclosure commences and when the disclosure ceases under such confidentiality undertaking (without being required to be disclosed pursuant to applicable lawprovide names of the third Person, rulebanker or other financial institution), regulation, requirement and (ii) must strictly enforce any confidentiality undertaking and advise the non-disclosing Party of any law enforcement agency, court order or other legal process or at the request of a regulatory authoritybreach thereof. 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 If there 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 hereofa confidentiality undertaking, the disclosing Party is obligated to provide a copy of the confidentiality undertaking to 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 hereofdisclosing Party.

Exceptions. The Parties’ respective obligations under Section 15.1 will Clause 15.2.1 shall not apply prohibit disclosure of the Purchase Price and the provisions of any Transaction Document generally or disclosure of any information if and to any such information: the extent: (a) that isthe disclosure is required by law, any regulatory body or any recognised stock exchange on which the shares of any party (or any other company belonging to the same group as of the time of its disclosure or thereafter becomes, part of the public domain through a source other than the receiving Party; party) are listed; (b) that was known to the receiving Party as disclosure is required for the acquisition of the time W&I Insurance or the negotiation of its disclosure and was not otherwise subject to confidentiality obligations; the terms thereof or claims made under the W&I Insurance; (c) that the disclosure is independently developed by required to vest the receiving Party without reference to such information; full benefit of this Agreement in the Sellers or the Purchaser; (d) that the disclosure is subsequently learned from required for the purpose of any judicial proceedings arising out of the Transaction Documents or the disclosure is made to a third party not known to be under a confidentiality obligation to tax authority in connection with the tax affairs of the disclosing Party or party; (e) the disclosure is made to professional advisers of any party on terms that such professional advisers undertake to comply with the provisions of Clause 15.2.1 in respect of such information as if they were a party to this Agreement; (f) the information is or becomes publicly available (other than by breach of any confidentiality agreement or of this Agreement); (g) the Purchaser and the Sellers’ Representative have given prior written approval to the disclosure; (h) the disclosure is required for purposes of the assignment to be disclosed pursuant to applicable law, rule, regulation, requirement the lenders 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 Purchaser’s benefit under this Agreement as further set out in Clause 16.2.1; (i) the lenders are required to be publicly disclosed disclose the information in connection with the enforcement of the security granted to them by the Funds pursuant Purchaser under any assignment agreements; or (j) the disclosure is made to applicable law. Without limiting the generality of the preceding paragraphsan investor or potential investor in Valedo, BNY Mellon acknowledges and agrees provided that Customers are prohibited by law from making selective public disclosure of information regarding portfolio holdings, that prior to 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 Clause 15.2.2(a)-(d) (except in equity) be entitled the case of disclosure to an injunctiona tax authority), without the necessity party concerned shall promptly notify the other party of posting any bond or surety, such requirement with a view to restrain providing the other party with the opportunity to contest such disclosure or misuse, in whole or in part, otherwise to agree the timing and content of any information in violation of Section 15.1 hereofsuch disclosure.

Exceptions. 9.3.1. The Parties’ respective obligations under Section 15.1 will this Article 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 of the Confidential Information. 9.3.2. The restrictions set forth in this Article 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 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 clause (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 to applicable lawreceiving Party’s legal counsel. Without limiting the generality If and whenever any Confidential Information of the preceding paragraphsdisclosing Party is disclosed in accordance with this Section 9.3.2, BNY Mellon acknowledges and agrees that Customers are prohibited by law from making selective public such disclosure of information regarding portfolio holdings, that disclosure of shall not cause any and all such information to BNY Mellon hereunder is made strictly under cease to be Confidential Information, except to the conditions of confidentiality set forth extent that such disclosure results in Section 15.1 hereof and solely for the purposes of the performance of custodial services hereunder, that any unauthorized a public disclosure or misuse of such information (including otherwise than by BNY Mellon breach of this Agreement). 9.3.3. In the event that Journey wishes to assign, pledge or any of otherwise transfer its employees rights to receive some 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 milestone payments or royalties payable hereunder, Journey may disclose Confidential Information of ▇▇▇▇▇▇ to a Third Party in connection with any such proposed assignment, provided that Journey shall provide notice to Maruho and under applicable law shall hold such Third Parties to prevent unauthorized disclosure written obligations of such Confidential Information. The Parties acknowledge confidentiality with terms 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, conditions 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 obligations under restrictions in this Section 15.1 will not apply to any such informationinformation 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 will Notwithstanding anything in this MSA to the con- trary, Confidential Information shall not apply to include any such information: information which: (a) that is, as of at the time of its disclosure or thereafter becomes, part of to the Receiving Party is generally avail- able to and known by the public domain through (other than as a result of any dis- closure made directly or indirectly or other action or inaction by the Receiving Party); (b) 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); (c) was available to the Receiving Party or its Agents on a non-confi- dential 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 Receiving Party’s knowledge, such source was not bound to maintain the confidentiality of such information); or (d) may constitute has been independently acquired or developed by the Receiving Party without violating any of its obligations under this MSA. In the event that a criminal offense party or any of trading on or tipping such party’s Agents become legally compelled 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 Confi- dential Information belongs with prompt prior written notice of such requirement so that it may seek a protective order or other appro- priate remedy, or both, or waive compliance with the terms of this MSA. 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 reasonable best efforts to obtain reliable assur- ance 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 MSA as an adequate remedyexhibit with federal and state securities filings, pro- vided that each party shall use its best efforts to obtain confidential treatment of the portions of this MSA that contain Confidential Infor- mation. 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 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 Section 15.1 will not apply to any such information: A Party or its Affiliates may disclose Confidential Information only: (a) Any information set forth in the single press release, dated July 19, 2010, regarding the settlement between the Parties, the content of which was approved by the Parties, can be disclosed by either Party; (b) By Cisco, on a confidential basis and only with respect to non-monetary terms, to advise its actual or potential Cisco Authorized Parties that isthey are licensed under the Licensed Patents and the extent to which they are licensed; (c) 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; *** CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT (d) 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; (e) 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) that was known 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 receiving Party as of the time or one of its disclosure and was not otherwise subject to confidentiality obligationsAffiliates; (cv) that is independently developed by the receiving Party without reference to such informationa Party’s insurer; (d) that is subsequently learned from a third party not known to be under a confidentiality obligation to the disclosing Party or (evi) that is required to be disclosed pursuant to applicable law, rule, regulation, requirement of any law enforcement agency, court order third parties in connection with financing 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. Accordinglypotential Acquisition activities; provided that, in the event 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; or (f) By Network-1 (or its successor), on a breach of Section 15.1 hereof, the confidential basis and only with respect to 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 suretymonetary terms, to restrain disclosure parties negotiating a potential license with Network-1 for the Asserted Patent or misuse, in whole or in part, of any information in violation of Section 15.1 hereofhave licensed the Asserted Patent.

Exceptions. The Parties’ respective Your obligations under Section 15.1 this “Confidentiality” section will not apply to any Confidential Information to the extent that You can establish that such informationConfidential Information: (a) that is, as of the time of its disclosure is or thereafter becomes, part of the public domain through a source has become publicly known (other than the receiving Partythrough unauthorized disclosure); (b) that was known is disclosed to You without obligation of confidentiality from a third party who has the receiving Party as of the time of its disclosure right to disclose such information without restriction and was not otherwise subject to confidentiality obligationsindirectly from Interswitch; or (c) that is independently developed by the receiving Party You without any use of or reference to such information; Confidential Information of Interswitch and without violating Interswitch’s proprietary rights. In addition, You may disclose Confidential Information of Interswitch if required by court order, governmental demand, or other compulsory legal process, provided that, if legally permitted to do so, You first notify Interswitch in writing at least ten (d10) that is subsequently learned from days in advance in order to afford Interswitch an opportunity 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 relief. Feedback and Modifications provided to Interswitch or at its Affiliate by You or Your Affiliate will not be considered confidential information, and Interswitch and the request Interswitch Affiliates will not have any confidentiality obligations owed to You with respect thereto. If applicable law now or hereafter in effect imposes a higher standard of a regulatory authorityconfidentiality to the Confidential Information, such standard will prevail over the provisions of this Section. The Parties acknowledge that Interswitch and its Affiliates have the existence and terms right to disclose portions of this Agreement are required and the IDPAPI Agreement to be publicly disclosed by its regulators in the Funds pursuant exercise of their statutory authority or 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 an intended third party beneficiary as necessary 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 enable enforcement 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 hereofintended third party beneficiary rights.

Exceptions. (a) The Parties’ respective obligations under restriction imposed by Section 15.1 will 7.1 shall not apply to a disclosure of Confidential Information: (i) in accordance with the requirements of any such information: stock exchange or securities regulatory authority or commission having jurisdiction over a Party’s or any of its Affiliate’s securities; (aii) that is, to government agencies as required by the terms of the time Mineral Rights or any Authorizations; (iii) to employees or to an Affiliate, consultant, contractor or subcontractor of its disclosure a Party that has a bona fide need to be informed; (iv) to a Governmental Authority or thereafter becomes, part of the public domain through a source other than the receiving Party; (b) that was known to the receiving public, which the disclosing Party as of the time of or its disclosure and was not otherwise subject Affiliate believes in good faith is required by applicable Laws; (v) to confidentiality obligations; (c) that is independently developed by the receiving Party without reference to such information; (d) that is subsequently learned from actual or potential lenders or underwriters who have a third party not known bona fide need to be informed; (vi) to independent accountants or legal counsel engaged by a Party or the Board for the purpose of enabling such accountants or legal counsel to give appropriate advice in respect of a financing or other matters arising under a confidentiality obligation this Agreement; and (vii) to any recognized merchant or investment banking firm engaged in giving advice to the disclosing Party in connection with a financing or other matter arising under this Agreement. (eb) In any case to which the exceptions in Section 7.2 are applicable, the disclosing Party shall give notice to the other Parties, at least seven (7) days in advance of the making of such disclosure, provided, however, that is such notice shall not be required with respect to information disclosed to Section 7.2(a)(i), Section 7.2(a)(ii) or Section 7.2(a)(iv). Such notice shall identify the Confidential Information to be disclosed pursuant and the recipient. As to applicable lawany disclosure, ruleexcept disclosure required by Law, regulationonly such Confidential Information as such third party shall have a legitimate business need to know shall be disclosed. Except with respect to disclosure required by Law, requirement as to any disclosure to a third party, such third party shall first agree in writing to protect the Confidential Information from further disclosure to the same extent as the Shareholders are obligated under this Article 7 and the disclosing Party shall concurrently with the making of any law enforcement agency, court order or such disclosure give notice to the other legal process or at Parties that the request required agreement in writing has been completed. Notwithstanding the absence of a regulatory authority. The Parties acknowledge required written agreement, the disclosing Party shall be responsible for assuring 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 no unauthorized disclosure of information regarding portfolio holdings, to be kept confidential pursuant to Section 7.1 is made by any Person receiving information provided that no Party shall be liable to any other Parties for the fraudulent or negligent disclosure of any Confidential Information if the Party who seeks to take the benefit of this Section 7.2(b) shall have taken reasonable steps to ensure the preservation 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 confidential nature 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 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 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 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.