Common use of EXCHANGE OF INFORMATION AND CONFIDENTIALITY Clause in Contracts

EXCHANGE OF INFORMATION AND CONFIDENTIALITY. 6.1 Promptly after payment of both installments of the License Fee by SBCL to HDI, HDI shall disclose and supply to SBCL all Know-how required for performing the Services not already disclosed to SBCL during the negotiations of this Agreement. Thereafter, HDI shall promptly disclose and supply to SBCL any further Know-how required for performing the Services developed for SBCL by HDI which is or may become known to HDI. 6.2 During the term of this Agreement, each party shall promptly inform the other party of any information that it obtains or develops regarding the utility and safety of the Technology in the Field. Each party promptly shall report to the other any information on all serious or unexpected reactions or side effects related to the utilization of the Technology in the Field. 6.3 Except for documents labeled "Technology Secret" and their content which SBCL may not disclose to third parties except upon order of a judicial or administrative body during the term of this Agreement and for five (5) years thereafter, irrespective of any termination earlier than the expiration of the term of this Agreement, HDI, Hyseq Inc. ("HI") and SBCL shall not use or reveal or disclose to third parties any confidential information received from the other party or otherwise developed by either party in the performance of activities in furtherance of this Agreement, which information is identified by either party as confidential, without first obtaining the written consent of the other party; provided, however, that such confidential information may be disclosed for securing essential or desirable authorizations, privileges or rights from governmental agencies, or as required to be disclosed to a governmental agency or as necessary to file or prosecute Patent applications concerning the Technology or to carry out any litigation concerning the Technology; provided, however, that SBCL will consult with HDI prior to such disclosure. HDI, HI and SBCL shall take reasonable measures to assure that no unauthorized use or disclosure is made by others to whom access to such information is granted. This confidentiality obligation shall not apply to such information which is or becomes a matter of public knowledge, other than through the action or inaction of the party to be bound, or is already in the possession of the receiving party, or is disclosed to the receiving party by a third party having the right to do so, or is subsequently and independently developed by employees of the receiving party or Affiliates thereof who had no knowledge of the confidential information disclosed. 6.4 Subject to Section 6.3, nothing herein shall be construed as preventing either party from disclosing any confidential information received from the other to an Affiliate or Sublicensee of such party, provided that disclosure is required for use of the Technology in the Field and such Affiliate or Sublicensee has undertaken a similar obligation of confidentiality under this Agreement with respect to the confidential information. 6.5 All confidential information disclosed by one party to the other shall remain the intellectual property of the disclosing party. In the event that a court or other legal or administrative tribunal, directly or through an appointed master, trustee or receiver, assumes partial or complete control over the assets of a party to this Agreement based on the insolvency or bankruptcy of such party, the bankrupt or insolvent party shall promptly notify the court or other tribunal (i) that confidential information received from the other party under this Agreement remains the property of the other party and (ii) of the confidentiality obligations under this Agreement. In addition, the bankrupt or insolvent party shall, to the extent permitted by law, take all steps necessary or desirable to maintain the confidentiality of the other party's confidential information and to insure that the court, other tribunal or appointee maintains such information in confidence in accordance with the terms of this Agreement. 6.6 No public announcement or other disclosure to third parties concerning the existence of or terms of this Agreement shall be made, either directly or indirectly, by any party to this Agreement, except as may be legally required or as may be required for recording purposes, without first obtaining the approval of the other party and agreement upon the nature and text of such announcement or disclosure, unless the disclosure does not identify the other party. The party desiring to make any such public announcement or other disclosure shall inform the other party of the proposed announcement or disclosure in reasonably sufficient time prior to public release, and shall provide the other party with a written copy thereof, in order to allow such other party to comment upon such announcement or disclosure. If either party believes it needs to disclose any information to a third party for the purpose of public offering, merger or acquisition, it shall submit a request for approval from the other party along with the information it desires to disclose which approval will not unreasonably be withheld. 6.7 Neither SBCL nor HDI shall submit for written or oral publication any manuscript, abstract or the like which includes proprietary and confidential data or information generated and provided by the other party without first obtaining the prior written consent of the other party, which consent shall not be unreasonably withheld. The contribution of each party shall be noted in all publications or presentations by acknowledgment or co-authorship, whichever is appropriate.

EXCHANGE OF INFORMATION AND CONFIDENTIALITY. 6.1 Promptly after payment of both installments of 8.01 During the License Fee by SBCL to HDI, HDI shall disclose and supply to SBCL all Know-how required for performing the Services not already disclosed to SBCL during the negotiations term of this Agreement. Thereafter, HDI SB shall have full access to all matters encompassed within TECHNOLOGY and PTL shall upon the request of SB promptly disclose and and/or supply to SBCL any further Know-how required for performing the Services developed for SBCL by HDI which is or may become known to HDISB with all TECHNOLOGY. 6.2 8.02 During the term of this Agreement, SB shall have full access to (and PTL will promptly disclose upon request of SB) all technology, information, inventions, data, process technology and any other information related to PRODUCTS, whether patentable or not, which PTL may develop, acquire or otherwise have or obtain rights or access to, and where appropriate the foregoing shall be subject to Sections 2.08 and 2.09 above. Either party will at least once a year disclose to the other party indicative commercial information related to PRODUCT as follows: general review of progress, size of target populations, timetable for regulatory approvals and clinical trial plans. PTL agrees that this information carries no warranty as to its accuracy and SB is not obliged to proceed to any action based thereon. 8.03 During the term of this Agreement, each party shall promptly inform disclose to the other party of any information that it obtains or develops regarding the utility and safety of the Technology in the Field. Each party PRODUCT and shall promptly shall report to the other party any confirmed information on all of serious or unexpected reactions or side effects related to the utilization utilisation or medical administration of the Technology in the FieldPRODUCT. 6.3 Except for documents labeled "Technology Secret" and their content which SBCL may not disclose to third parties except upon order of a judicial or administrative body during 8.04 During the term of this Agreement and for five (5) years thereafter, irrespective of any termination earlier than the expiration of the term of this Agreement, HDI, Hyseq Inc. ("HI") PTL and SBCL SB shall not use or reveal or disclose to third parties THIRD PARTIES any confidential information received from the other party including that referred to in Sections 7.04, 8.02 and 8.03 or otherwise developed by either party in the performance of activities in furtherance of this Agreement, which information is identified by either party as confidential, Agreement without first obtaining the written consent of the other party; provided, however, that such confidential information except as may be disclosed otherwise provided herein, or as ---------- * This portion of the Exhibit has been omitted pursuant to a request for Confidential Treatment under Rule 406 of the Securities Act of 1933, as amended. The Complete Exhibit, including the portions for which confidential treatment has been requested, has been filed separately with the Securities and Exchange Commission. may be required for purposes of investigating, developing, manufacturing or marketing PRODUCT or for securing essential or desirable authorizationsauthorisations, privileges or rights from governmental agencies, or as is required to be disclosed to a governmental agency agency, or as is necessary to file or prosecute Patent patent applications concerning the Technology PRODUCT or to carry out any litigation concerning the Technology; provided, however, that SBCL will consult with HDI prior to such disclosure. HDI, HI and SBCL shall take reasonable measures to assure that no unauthorized use or disclosure is made by others to whom access to such information is grantedPRODUCT. This confidentiality obligation shall not apply to such information which is or becomes a matter of public knowledge, other than through the action or inaction of the party to be bound, or is already in the possession of the receiving party, or is disclosed to the receiving party by a third party THIRD PARTY having the right to do so, or is subsequently and independently developed by employees of the receiving party or Affiliates AFFILIATES thereof who had no knowledge of the confidential information disclosed. The parties shall take reasonable measures to ensure that no unauthorised use or disclosure is made by others to whom access to such information is granted. 6.4 Subject to Section 6.3, nothing 8.05 Nothing herein shall be construed as preventing either party from disclosing any confidential information received from the other party to an Affiliate AFFILIATE or Sublicensee of such partysublicensee or distributor, provided that disclosure is required for use of the Technology in the Field and such Affiliate AFFILIATE or Sublicensee sublicensee or distributor has undertaken a similar obligation of confidentiality under this Agreement with respect to the confidential information. 6.5 8.06 All confidential information disclosed by one party to the other shall remain the intellectual property of the disclosing party. In the event that a court or other legal or administrative tribunal, directly or through an appointed master, trustee or receiver, assumes partial or complete control over the assets of a party to this Agreement based on the insolvency or bankruptcy of such party, the bankrupt or insolvent party shall promptly notify the court or other tribunal (i) that confidential information received from the other party under this Agreement remains the property of the other party and (ii) of the confidentiality obligations under this Agreement. In addition, the bankrupt or insolvent party shall, to the extent permitted by law, take all steps necessary or desirable to maintain the confidentiality of the other party's confidential information and to insure that the court, other tribunal or appointee maintains such information in confidence in accordance with the terms of this Agreement. 6.6 8.07 No public announcement or other disclosure to third parties THIRD PARTIES concerning the existence of or terms of this Agreement shall be made, either directly or indirectly, by any party to this Agreement, except as may be legally required or as may be required for recording purposes, without first obtaining the approval of the other party and agreement upon the nature and text of such announcement or disclosure, unless such agreement not to be unreasonably withheld or delayed. For the disclosure does not identify avoidance of doubt, the other partyparties agree that it will be deemed unreasonable for SB to withhold or delay agreement relating to announcements about achievement of milestones under Section 4.03 and about the current status (phase) of clinical trials and it will be deemed reasonable for SB to withhold or delay agreement relating to announcements describing details of clinical trials including data. The party desiring to make any such public announcement or other disclosure shall use reasonable efforts to inform the other party of the proposed announcement or disclosure in reasonably reasonable sufficient time prior to public release, and shall use reasonable efforts to provide the other party with a written copy thereof, in order to allow such other party to comment upon such announcement or disclosure. If either party believes it needs to disclose any information to a third party for the purpose of public offering, merger or acquisition, it shall submit a request for approval from the other party along with the information it desires to disclose which approval will not unreasonably be withheld. 6.7 8.08 Neither SBCL SB nor HDI PTL shall submit for written or oral publication any manuscript, abstract or the like which includes proprietary and confidential data or other information generated and provided by the other party without first obtaining the prior written consent of the other party, which consent shall not be unreasonably withheld. The contribution of each party shall be noted in all publications or presentations by acknowledgment acknowledgement or co-authorshipcoauthorship, whichever is appropriate.

EXCHANGE OF INFORMATION AND CONFIDENTIALITY. 6.1 Promptly after payment of both installments of 12.01 During the License Fee by SBCL to HDI, HDI shall disclose and supply to SBCL all Know-how required for performing the Services not already disclosed to SBCL during the negotiations term of this Agreement. Thereafter, HDI SB shall have full access to all matters encompassed within TECHNOLOGY and relevant to the licenses granted hereunder and CPG shall upon the request of SB promptly disclose and/or supply SB with all data and supply to SBCL any further Know-how required for performing the Services developed for SBCL by HDI information which is or may become known within TECHNOLOGY relevant to HDIthe licenses granted hereunder. Parties shall discuss within the STEERING COMMITTEE any such matters and disclose such data and information to SB. 6.2 12.02 During the term of this Agreement, SB shall have full access to (and CPG will promptly disclose upon request of SB) all technology, information, inventions, data, process technology and any other information related to the use of ADJUVANT in PRODUCTS and/or COMBINATION, whether patentable or not, which CPG may develop, acquire or otherwise have or obtain rights or access to and which CPG can provide to SB. 12.03 During the term of this Agreement, each party shall promptly inform disclose to the other party of any information that it obtains or develops regarding the utility and safety of the Technology ADJUVANT in the Field. Each party PRODUCTS and/or COMBINATIONS and shall promptly shall report to the other party any confirmed information on all of serious or unexpected reactions or side effects related to the utilization utilisation or medical administration of the Technology in the FieldADJUVANT as a component of a PRODUCT and/or COMBINATION. 6.3 Except for documents labeled "Technology Secret" and their content which SBCL may not disclose to third parties except upon order of a judicial or administrative body during 12.04 During the term of this Agreement and for five (5) years thereafter, irrespective of any termination earlier than the expiration of the term of this Agreement, HDI, Hyseq Inc. ("HI") CPG and SBCL SB shall not use or reveal or disclose to third parties THIRD PARTIES any confidential information CONFIDENTIAL INFORMATION received from the other party including but not limited to that referred to in Sections 10.03, 11.01, 11.02, 12.02 and 12.03 or otherwise developed by either party in the performance of activities in furtherance of this Agreement, which information is identified by either party as confidential, Agreement without first obtaining the written consent of the other party; provided, however, that such confidential information except as may be disclosed otherwise provided herein, or as may be required by SB for purposes of investigating, developing, manufacturing or marketing PRODUCT and/or COMBINATION or for securing essential or desirable authorizationsauthorisations, privileges or rights from governmental agencies, or as is required to be disclosed to a governmental agency agency, or as is necessary to file or prosecute Patent patent applications concerning the Technology use of ADJUVANT in PRODUCT and/or COMBINATION or to carry out any litigation concerning the Technology; provided, however, that SBCL will consult with HDI prior to such disclosure. HDI, HI and SBCL shall take reasonable measures to assure that no unauthorized use or disclosure is made by others to whom access to such information is grantedof ADJUVANT in PRODUCT and/or COMBINATION. This confidentiality obligation shall not apply to such information which is or becomes a matter of public knowledge, other than through the action or inaction of the party to be bound, or is already in the possession of the receiving party, or is disclosed to the receiving party by a third party THIRD PARTY having the right to do so, or is subsequently and independently developed by employees of the receiving party or Affiliates AFFILIATES thereof who had no knowledge of the confidential information disclosed. The parties shall take reasonable measures to ensure that no unauthorised use or disclosure is made by others to whom access to such information is granted. 6.4 Subject to Section 6.3, nothing 12.05 Nothing herein shall be construed as preventing either party from disclosing any confidential information received from the other party to an Affiliate AFFILIATE or Sublicensee of such partysublicensee or distributor, provided that disclosure is required for use of the Technology in the Field and such Affiliate AFFILIATE or Sublicensee sublicensee or distributor has undertaken a similar obligation of confidentiality under this Agreement with respect to the confidential information. 6.5 12.06 All confidential information CONFIDENTIAL INFORMATION disclosed by one party to the other shall remain the intellectual property of the disclosing party. In the event that a court or other legal or administrative tribunal, directly or through an appointed master, trustee or receiver, assumes partial or complete control over the assets of a party to this Agreement based on the insolvency or bankruptcy of such party, the bankrupt or insolvent party shall promptly notify the court or other tribunal (i) that confidential information CONFIDENTIAL INFORMATION received from the other party under this Agreement remains the property of the other party and (ii) of the confidentiality obligations under this Agreement. In addition, the bankrupt or insolvent party shall, to the extent permitted by law, take all steps necessary or desirable to maintain the confidentiality of the other party's confidential information ’s CONFIDENTIAL INFORMATION and to insure that the court, other tribunal or appointee maintains such information CONFIDENTIAL INFORMATION in confidence in accordance with the terms of this Agreement. 6.6 12.07 The parties shall mutually agree on a press release upon execution of this Agreement and disclosures shall not refer to specific financial terms contained herein, unless required otherwise by law. No other public announcement or other disclosure to third parties THIRD PARTIES concerning the existence of or terms of this Agreement shall be made, either directly or indirectly, by any party to this Agreement, except as may be legally required or as may be required for recording purposes, without first obtaining the approval of the other party and agreement upon the nature and text of such such. announcement or disclosure, unless the disclosure does such agreement not identify the other partyto be unreasonably withheld or delayed. The party desiring to make any such public announcement or other disclosure shall use reasonable efforts to inform the other party of the proposed announcement or disclosure in reasonably reasonable sufficient time prior to public release, and shall use reasonable efforts to provide the other party with a written copy thereof, in order to allow such other party to comment upon such announcement or disclosure. If Once any disclosure has been approved, either party believes it needs to may subsequently disclose any information to a third party for the purpose portion of public offering, merger or acquisition, it shall submit a request for approval from the other party along with the information it desires to disclose which approval will not unreasonably be withheldcontained in such disclosure without further consent. 6.7 12.08 Neither SBCL SB nor HDI CPG shall submit for written or oral publication any manuscript, abstract or the like relating to the FIELD which includes proprietary and confidential data or other information generated and provided by the other party without first obtaining the prior written consent of the other party, which consent shall not be unreasonably withheld. The contribution of each party if any shall be noted in all publications or presentations by acknowledgment or co-authorshipcoauthorship, whichever is appropriate.

EXCHANGE OF INFORMATION AND CONFIDENTIALITY. 6.1 6.01. Promptly after payment the date of both installments of the License Fee by SBCL to HDIthis AGREEMENT first written above, HDI ADOLOR shall disclose and supply to SBCL SB all KnowKNOW-how required for performing the Services not already disclosed to SBCL during the negotiations of this AgreementHOW. Thereafter, HDI ADOLOR shall promptly disclose and supply to SBCL SB any further KnowKNOW-how required for performing the Services developed for SBCL by HDI HOW which is or may become known to HDIADOLOR. All KNOW-HOW disclosed to SB is confidential information and shall be governed by the provisions of Paragraph 6.03. 6.2 6.02. The responsibilities of the parties for reporting of adverse drug experiences related to PRODUCT to regulatory authorities throughout the TERRITORY shall be performed in accordance with the pharmacovigilance agreement attached to this AGREEMENT as APPENDIX B. 6.03. During the term of this Agreement, each party shall promptly inform the other party of any information that it obtains or develops regarding the utility and safety of the Technology in the Field. Each party promptly shall report to the other any information on all serious or unexpected reactions or side effects related to the utilization of the Technology in the Field. 6.3 Except for documents labeled "Technology Secret" and their content which SBCL may not disclose to third parties except upon order of a judicial or administrative body during the term of this Agreement AGREEMENT and for five (5) years thereafter, irrespective of any termination earlier than the expiration of the term of this AgreementAGREEMENT, HDI, Hyseq Inc. ("HI") ADOLOR and SBCL SB shall not use or reveal or disclose to third parties THIRD PARTIES any confidential information received from the other party or otherwise developed by either party in the performance of activities in furtherance of this Agreement, which information is identified by either party as confidential, without first obtaining the written consent of the other disclosing party; provided, howeverexcept as may be otherwise provided herein (including, that but not limited to, the grant of any rights by SB to ADOLOR under Paragraph 10.4(b) in which case ADOLOR would be entitled to use such confidential information if necessary to exercise such rights and/or reveal or disclose such confidential information to any THIRD PARTY subject to and in accordance with the same conditions of confidentiality as are contained herein), or as may be disclosed required for the purposes of investigating, developing, manufacturing or marketing PRODUCT or for securing essential or desirable authorizations, privileges or rights from governmental agencies, or as is required to be disclosed to a governmental agency or as is necessary to file or prosecute Patent patent applications concerning the Technology PRODUCT or to carry out any litigation concerning the Technology; provided, however, that SBCL will consult with HDI prior PRODUCT. Prior to such disclosure, the party obliged to disclose the other party's confidential information shall promptly inform the other party of the potential disclosure and work diligently to avoid such disclosure or to obtain confidential treatment of such confidential information. HDIThis confidentiality obligation shall not apply to such information which is or becomes a matter of public knowledge, HI or is already in the possession of the receiving party, or is disclosed to the receiving party by a THIRD PARTY having the right to do so, or is subsequently and SBCL independently developed by employees of the receiving party or AFFILIATES thereof who had no knowledge of the confidential information disclosed, or is required by law to be disclosed. The parties shall take reasonable measures to assure that no unauthorized use or disclosure is made by others to whom access to such information is granted. This confidentiality obligation shall not apply Either party may disclose confidential information received from the other party hereunder to such information which is or becomes a matter of public knowledge, other than through the action or inaction of the party to be bound, or is already in the possession of the receiving party, or is disclosed THIRD PARTIES to the receiving party by a third party having the right extent necessary to do soperform its obligations under this AGREEMENT, or is subsequently and independently developed by employees of the receiving party or Affiliates thereof who had provided such THIRD PARTIES execute confidentiality agreements containing terms no knowledge of the confidential information disclosedless strict than those contained herein. 6.4 Subject to Section 6.3, nothing 6.04. Nothing herein shall be construed as preventing either party SB from disclosing any confidential information received from the other ADOLOR hereunder to an Affiliate AFFILIATE, sublicensee or Sublicensee distributor of such partySB, provided that disclosure is required for use of the Technology provided, in the Field and case of a sublicensee or distributor, such Affiliate sublicensee or Sublicensee distributor has undertaken a similar obligation of confidentiality under this Agreement with respect to the confidential information. 6.5 6.05. All confidential information disclosed by one party to the other shall remain the intellectual property of the disclosing party. In the event that a court or other legal or administrative tribunal, directly or through an appointed master, trustee or receiver, assumes partial or complete control over the assets of a party to this Agreement AGREEMENT based on the -21- insolvency or bankruptcy of such party, the bankrupt or insolvent party shall promptly notify the court or other tribunal (i) that confidential information received from the other party under this Agreement AGREEMENT remains the property of the other party and (ii) of the confidentiality obligations under this AgreementAGREEMENT. In addition, the bankrupt or insolvent party shall, to the extent permitted by law, take all steps necessary or desirable to maintain the confidentiality of the other party's confidential information and to insure ensure that the court, other tribunal or appointee maintains such information in confidence in accordance with the terms of this AgreementAGREEMENT. 6.6 6.06. No public announcement or other disclosure to third parties THIRD PARTIES concerning the existence of or terms of this Agreement AGREEMENT shall be made, either directly or indirectly, by any party to this AgreementAGREEMENT, except as may be legally required or as may be required for recording purposes, without first obtaining the approval of the other party and agreement upon the nature and text of such announcement or disclosure, unless . Such approval shall not be unreasonably withheld or delayed. The parties will agree to a press release which can be released by ADOLOR on or after the disclosure does not identify the other partyEFFECTIVE DATE. The party desiring to make any such public announcement or other disclosure shall inform the other party of the proposed announcement or disclosure in reasonably sufficient time prior to public release, and shall provide the other party with a written copy thereof, in order to allow such other party to comment upon such announcement or disclosure. If Each party agrees that it shall cooperate fully with the other with respect to all disclosures regarding this AGREEMENT to the Securities Exchange Commission and any other governmental or regulatory agencies, including requests for confidential treatment of proprietary information of either party believes it needs included in any such disclosure. Notwithstanding any other provision of this AGREEMENT, each party may disclose the terms of this AGREEMENT to disclose any information to a third lenders, investment bankers and other financial institutions ("THIRD PARTY Lender") of its choice solely for purposes of financing the business operations of such party for either (i) upon the purpose written consent of public offering, merger or acquisition, it shall submit a request for approval from the other party along or (ii) if the disclosing party obtains, using reasonable commercial efforts, a signed confidentiality agreement with such financial institution with respect to such information, such agreement to contain the following: (a) The THIRD PARTY Lender shall hold the information disclosed to it desires by such party ("Loan Information") in strict confidence and shall use diligent efforts, which shall not in any event be less than the THIRD PARTY Lender uses to disclose which approval will not unreasonably be withheldprevent unauthorized use or disclosure of its own valuable, confidential information, to prevent any unauthorized use or disclosure of such Loan Information. 6.7 Neither SBCL nor HDI (b) The THIRD PARTY Lender shall submit for written or oral publication any manuscriptnot, abstract or the like which includes proprietary and confidential data or information generated and provided by the other party without first obtaining the prior written consent of the other such party, use the Loan Information disclosed to it for any purpose of other than the use for which consent such Loan Information was disclosed by such party. (c) Upon completion of the authorized use by such THIRD PARTY Lender and in the absence of any further agreement between the Parties, the THIRD PARTY Lender shall cease all use and make no further use of the Loan Information and shall, upon written request from such party, promptly return all Loan Information to such party. 6.07. ADOLOR warrants and represents that it will not be unreasonably withheldknowingly do anything which will harm the development and/or commercialization of PRODUCT in the FIELD as a result of ADOLOR's development and/or commercialization of PRODUCT outside of the FIELD, or in the FIELD outside of the TERRITORY. The contribution of each party shall be noted in all publications or presentations by acknowledgment or co-authorshipcoauthorship, whichever is appropriate. 6.08. Nothing in this AGREEMENT shall be construed as preventing or in any way inhibiting either party from complying with statutory and regulatory requirements governing the development, manufacture, use and sale or other distribution of products containing COMPOUND in any manner which it reasonably deems appropriate, including, for example, by disclosing to regulatory authorities confidential or other information received from the other party or THIRD PARTIES.

EXCHANGE OF INFORMATION AND CONFIDENTIALITY. 6.1 Promptly after payment of both installments of the License Fee by SBCL to HDI, HDI shall disclose and supply to SBCL all Know-how required for performing the Services not already disclosed to SBCL during the negotiations of this Agreement. Thereafter, HDI shall promptly disclose and supply to SBCL any further Know-how required for performing the Services developed for SBCL by HDI which is or may become known to HDI. 6.2 5.1 During the term of this Agreement, each party Novartis shall have full access to all matters encompassed within Data and Peptide shall promptly inform the other party of any information that it obtains or develops regarding the utility and safety of the Technology in the Field. Each party promptly shall report to the other any information on disclose and/or supply Novartis with all serious or unexpected reactions or side effects related to the utilization of the Technology in the FieldData. 6.3 Except for documents labeled "Technology Secret" and their content which SBCL may not disclose to third parties except upon order of a judicial or administrative body during 5.2 During the term of this Agreement and for five (5) years thereafter, irrespective of any termination earlier than the expiration of the term of this Agreement, HDI, Hyseq Inc. ("HI") Peptide and SBCL Novartis shall keep the Confidential Information confidential and not use or reveal or disclose to third parties Third Parties any confidential information Confidential Information received from the other party Party or otherwise developed by either party Party in the performance of activities in furtherance of this Agreement, which information is identified by either party as confidential, Agreement without first obtaining the written consent of the other disclosing party; provided, however, that such confidential information : 5.2.1 except as may be disclosed otherwise provided herein; or 5.2.2 as may be required for purposes of investigating, developing, manufacturing or marketing Substrate or Product or for securing essential or desirable authorizationsauthorisations, privileges or rights from governmental agencies; or 5.2.3 is required by law, by any court of competent jurisdiction or as required to be disclosed to a governmental agency or as by any other appropriate regulatory body (including without limitation the London Stock Exchange Limited and the Panel on Take-overs and Mergers). 5.2.4 is necessary to file or prosecute Patent patent applications concerning the Technology Substrate Inhibitors or to carry out any litigation concerning the Technology; provided, however, that SBCL will consult with HDI prior Substrate or Inhibitors. 5.3 The confidentiality obligation in Clause 5.2 shall not apply to such disclosureinformation which: 5.3.1 at the date of this Agreement or at any time after the date of this Agreement is, or comes into, the public domain other than through breach of this Agreement by the receiving Party or any Recipient; 5.3.2 can be shown by the Receiving Party to the satisfaction of the Disclosing Party to have been known by the Receiving Party before disclosure by the Disclosing Party to the Receiving Party; 5.3.3 subsequently comes lawfully into the possession of the Receiving Party from a third party under no obligation of confidence to the Disclosing Party in respect of such Confidential Information; 5.3.4 is subsequently and independently developed by employees of the Receiving Party or Affiliates thereof who had no knowledge of the Confidential Information disclosed; or 5.3.5 is required by law, by any court of competent jurisdiction or by any other appropriate regulatory body (including without limitation the London Stock Exchange Limited and the Panel on Take-overs and Mergers). HDI, HI and SBCL The parties shall take reasonable measures to assure ensure that no unauthorized unauthorised use or disclosure is made by others to whom access to such information Confidential Information is granted. This confidentiality obligation shall not apply to such information which is or becomes a matter of public knowledge, other than through the action or inaction of the party to be bound, or is already in the possession of the receiving party, or is disclosed to the receiving party by a third party having the right to do so, or is subsequently and independently developed by employees of the receiving party or Affiliates thereof who had no knowledge of the confidential information disclosed. 6.4 Subject to Section 6.3, nothing 5.4 Nothing herein shall be construed as preventing either party Party from disclosing any confidential information received from the other Party to an Affiliate Affiliate, sub-licensee or Sublicensee of such partydistributor, provided that disclosure is required for use of the Technology in the Field and such Affiliate Affiliate, sub-licensee or Sublicensee distributor has undertaken a similar obligation of confidentiality under this Agreement with respect to the confidential informationConfidential Information in terms as if such recipient were a Party to this Agreement. 6.5 5.5 All confidential information Confidential Information disclosed by one party Party to the other shall remain the intellectual property of the disclosing partyDisclosing Party. In the event that a court or other legal or administrative tribunal, directly or through an appointed master, trustee or receiver, assumes partial or complete control over the assets of a party Party to this Agreement based on the insolvency or bankruptcy of such partyParty, the bankrupt or insolvent party Party shall promptly notify the court or other tribunal tribunal: (i) that confidential information Confidential Information received from the other party Party under this Agreement remains the property of the other party and Party; and (ii) of the confidentiality obligations under this Agreement. In addition, the bankrupt or insolvent party Party shall, to the extent permitted by law, take all steps necessary or desirable to maintain the confidentiality of the other partyParty's confidential information Confidential Information and to insure ensure that the court, other tribunal or appointee maintains such information in confidence in accordance with the terms of this Agreement. 6.6 5.6 No public announcement or other disclosure to third parties Third Parties concerning the existence of or terms of this Agreement shall be made, either directly or indirectly, by any party Party to this Agreement, except as may be legally required or as may be required for recording purposes, without first obtaining the approval of the other party Party and agreement upon the nature and text of such announcement or disclosure, unless the disclosure does such agreement not identify the other partyto be unreasonably withheld or delayed. The party desiring to make any such public announcement or other disclosure shall inform Parties agree that immediately following the other party execution of this Agreement a Press Release may be released by the Parties concerning the completion of this Agreement the contents of which will be mutually agreed by them. Similar mutually approved Press Releases may be released throughout the term of the proposed announcement or disclosure in reasonably sufficient time prior to public release, and shall provide the other party with a written copy thereof, in order to allow such other party to comment upon such announcement or disclosure. If either party believes it needs to disclose any information to a third party for the purpose of public offering, merger or acquisition, it shall submit a request for approval from the other party along with the information it desires to disclose which approval will not unreasonably be withheldAgreement as major milestones are achieved. 6.7 5.7 Neither SBCL Novartis nor HDI Peptide shall submit for written or oral publication any manuscript, abstract or the like which includes proprietary and confidential data or other information generated and provided by the other party Party without first obtaining the prior written consent of the other partyParty, which consent shall not be unreasonably withheld. The contribution of each party Party shall be noted in all publications or presentations by acknowledgment acknowledgement or co-authorship, whichever is appropriate.

EXCHANGE OF INFORMATION AND CONFIDENTIALITY. 6.1 Promptly after payment This Agreement contemplates ------------------------------------------- the exchange of both installments of certain confidential and proprietary information relating to the License Fee Finished Product and the Transferred Assets by SBCL one party (the "Disclosing Party") to HDI, HDI shall disclose and supply to SBCL all Know-how required for performing the Services not already disclosed to SBCL during the negotiations of this Agreement. Thereafter, HDI shall promptly disclose and supply to SBCL any further Know-how required for performing the Services developed for SBCL by HDI which is or may become known to HDI. 6.2 During the term of this Agreement, each party shall promptly inform the other party of any information that it obtains or develops regarding (the utility "Receiving Party") in the negotiations leading up to this Agreement and safety in the period between the Signing Date and the Closing Date. 5.8.1 During the period between the Signing Date and the Closing Date, with respect to the Confidential Information of the Technology in Disclosing Party, each party, shall (a) use the Field. Each party promptly shall report to respective Confidential Information only for the other any information on all serious purpose of performing its duties or unexpected reactions or side effects related to the utilization of the Technology in the Field. 6.3 Except for documents labeled "Technology Secret" and their content which SBCL may not disclose to third parties except upon order of a judicial or administrative body during the term of exercising its rights under this Agreement and for five (5) years thereafterno other purpose, irrespective of any termination earlier than subject to the expiration of the term terms and conditions of this Agreement, HDI, Hyseq Inc. ; ("HI"b) safeguard the respective Confidential Information against disclosure to others with the same degree of care as it exercises with its own data of a similar nature; and SBCL shall (c) not use or reveal or disclose the respective Confidential Information to third parties any confidential information received from others (except to those who are bound by a like obligation of confidentiality and restriction on use) without the other party or otherwise developed by either party in the performance of activities in furtherance of this Agreement, which information is identified by either party as confidential, without first obtaining the express written consent of the other party; provided, however, that such confidential information may be disclosed for securing essential or desirable authorizations, privileges or rights from governmental agencies, or as required to be disclosed to a governmental agency or as necessary to file or prosecute Patent applications concerning the Technology or to carry out any litigation concerning the Technology; provided, however, that SBCL will consult with HDI prior to such disclosure. HDI, HI and SBCL shall take reasonable measures to assure that no unauthorized use or disclosure is made by others to whom access to such information is granted. This confidentiality obligation . 5.8.2 The obligations of Section 5.8.1 shall not apply to such information which that Confidential Information of the Disclosing Party which: (a) the Receiving Party can demonstrate by written records was previously known to it; (b) is now, or becomes a matter of in the future becomes, public knowledge, knowledge other than through the action acts or inaction omissions of the party Receiving Party; and (c) the Receiving Party is required to be bound, disclose by law or is already in the possession of the receiving party, or is disclosed pursuant to the receiving party by direction of a third party having court or government agency, provided the right Disclosing Party is first given a reasonable opportunity to do so, or is subsequently and independently developed by employees of the receiving party or Affiliates thereof who had no knowledge of the confidential information disclosedcontest such disclosure. 6.4 Subject 5.8.3 Nothing contained herein is intended to Section 6.3, nothing herein shall be construed as preventing prevent either party from disclosing any confidential information received from using the other Confidential Information to an Affiliate obtain necessary or Sublicensee of appropriate regulatory approvals, to execute or obtain patent rights in connection with the Transferred Assets, or to use such partyConfidential Information in disclosure instruments prepared by the parties to comply with applicable securities laws. 5.8.4 Except as otherwise set forth in this Agreement, provided that disclosure is required for use the furnishing of the Technology in Confidential Information of the Field and such Affiliate or Sublicensee has undertaken a similar obligation of confidentiality under this Agreement with respect Disclosing Party to the confidential informationReceiving Party shall not constitute any grant or license to the Receiving Party under any legal rights now or hereinafter held by the Disclosing Party. 6.5 All confidential information disclosed by one party to 5.8.5 The obligations of this Section 5.8 shall survive the other shall remain the intellectual property of the disclosing party. In the event that a court or other legal or administrative tribunal, directly or through an appointed master, trustee or receiver, assumes partial or complete control over the assets of a party to this Agreement based on the insolvency or bankruptcy of such party, the bankrupt or insolvent party shall promptly notify the court or other tribunal (i) that confidential information received from the other party under this Agreement remains the property of the other party and (ii) of the confidentiality obligations under this Agreement. In addition, the bankrupt or insolvent party shall, to the extent permitted by law, take all steps necessary or desirable to maintain the confidentiality of the other party's confidential information and to insure that the court, other tribunal or appointee maintains such information in confidence in accordance with the terms termination of this Agreement. 6.6 No public announcement or other disclosure to third parties concerning the existence of or terms of this Agreement shall be made, either directly or indirectly, by any party to this Agreement, except as may be legally required or as may be required for recording purposes, without first obtaining the approval of the other party and agreement upon the nature and text of such announcement or disclosure, unless the disclosure does not identify the other party. The party desiring to make any such public announcement or other disclosure shall inform the other party of the proposed announcement or disclosure in reasonably sufficient time prior to public release, and shall provide the other party with a written copy thereof, in order to allow such other party to comment upon such announcement or disclosure. If either party believes it needs to disclose any information to a third party for the purpose of public offering, merger or acquisition, it shall submit a request for approval from the other party along with the information it desires to disclose which approval will not unreasonably be withheld. 6.7 Neither SBCL nor HDI shall submit for written or oral publication any manuscript, abstract or the like which includes proprietary and confidential data or information generated and provided by the other party without first obtaining the prior written consent of the other party, which consent shall not be unreasonably withheld. The contribution of each party shall be noted in all publications or presentations by acknowledgment or co-authorship, whichever is appropriate.

EXCHANGE OF INFORMATION AND CONFIDENTIALITY. 6.1 6.01 Promptly after payment of both installments of the License Fee by SBCL to HDIEFFECTIVE DATE, HDI JAGO shall disclose and supply to SBCL SB all KnowJAGO-how required for performing the Services KNOW-HOW not already yet disclosed to SBCL during SB under the negotiations of this AgreementLETTER. Thereafter, HDI JAGO shall promptly disclose and supply to SBCL SB any further KnowJAGO-how required for performing the Services developed for SBCL by HDI KNOW-HOW which is developed by JAGO or which may become known to HDIJAGO. 6.2 6.02 During the term of this AgreementAGREEMENT, each party shall promptly inform the other party of any information that it obtains or develops during the term of the AGREEMENT regarding the utility and safety of PRODUCT or the Technology in the Field. Each party promptly shall report GEOMATRIX® TECHNOLOGY (but only to the other any extent such information on all serious or unexpected reactions or side effects related relates to the utilization an aspect of the Technology in the FieldGEOMATRIX® TECHNOLOGY that is comprised by PRODUCT). 6.3 Except for documents labeled "Technology Secret" and their content which SBCL may not disclose to third parties except upon order of a judicial or administrative body during 6.03 During the term of this Agreement AGREEMENT and for five (5) [Confidential Information Has Been Omitted And Furnished Separately To The Securities And Exchange Commission] years thereafter, irrespective of any termination earlier than the expiration of the term of this AgreementAGREEMENT, HDI, Hyseq Inc. ("HI") JAGO and SBCL SB shall not use or reveal or disclose to third parties THIRD PARTIES any confidential information Confidential Information received from the other party (such as, but not limited to, in the case of SB, JAGO-KNOW-HOW received by SB or in the case of JAGO, SB-KNOW-HOW received by JAGO) or otherwise developed by either party in the performance of activities in furtherance of this Agreement, which information is identified by either party as confidential, AGREEMENT or the LETTER (hereinafter collectively "Confidential Information") without first obtaining the written consent of the other disclosing party; provided, however, that such confidential information except as may be disclosed otherwise provided herein, or as may be required for purposes of investigating, developing, manufacturing or marketing PRODUCT or for securing essential or desirable authorizations, privileges or rights from governmental agenciesagencies in accordance with the licenses granted under this AGREEMENT, or as is required to be disclosed to a governmental agency or as is necessary to file or prosecute Patent patent applications concerning PRODUCT in accordance with the Technology provisions of this AGREEMENT or to carry out any litigation concerning PRODUCT in accordance with the Technology; providedprovisions of this AGREEMENT. Except as otherwise provided herein, howeverConfidential Information of the disclosing party shall be made available only to those employees, that SBCL will consult with HDI prior officers, representatives, agents or consultants of the receiving party on a needs to know basis and who are bound to the receiving party by substantially the same obligations of confidentiality as those undertaken by the receiving party hereunder. This confidentiality obligation shall not apply to such information: (a) which is or becomes a matter of public knowledge without fault on the part of the receiving party (such as, but not limited to, disclosure in a patent, or published patent application, anywhere in the world), or (b) which, upon disclosure, is already in the possession of the receiving party as evidenced by the receiving party's records, or is disclosed to the receiving party by a THIRD PARTY having the right to do so, or is subsequently and independently developed by employees of the receiving party or AFFILIATES thereof who had no knowledge of the Confidential Information disclosed as evidenced by the receiving party's records, or (c) is required by law to be disclosed, but only to the extent such disclosure is required, and providing, to the extent practicable, the receiving party shall give the disclosing party advance written notice thereof and allow sufficient time for any necessary protective measures to be taken by either party. HDI, HI and SBCL The parties shall take reasonable measures to assure that no unauthorized use or disclosure is made by others to whom access to such information is granted. This confidentiality obligation shall not apply to such information which is or becomes a matter of public knowledge, other than through the action or inaction of the party to be bound, or is already in the possession of the receiving party, or is disclosed to the receiving party by a third party having the right to do so, or is subsequently and independently developed by employees of the receiving party or Affiliates thereof who had no knowledge of the confidential information disclosed. 6.4 Subject to Section 6.3, nothing 6.04 Nothing herein shall be construed as preventing either party SB from disclosing any confidential information received from the other JAGO to an Affiliate AFFILIATE, sublicensee or Sublicensee distributor of such partySB, provided that disclosure such AFFILIATE, sublicensee or distributor is required for use of the Technology in the Field and such Affiliate or Sublicensee has undertaken bound by a similar obligation of confidentiality under this Agreement with respect to the confidential informationConfidential Information. 6.5 6.05 All confidential information Confidential Information disclosed by one party to the other shall remain the intellectual property of the disclosing party and, subject to the provisions of this AGREEMENT, such as Paragraphs 10.02 and 10.03, shall be returned to each disclosing party upon request within thirty (30) days after the expiration or termination of this AGREEMENT, including every and all hard copies made, save for one copy of each item of Confidential Information which may be retained by the receiving party's legal department or legal advisors exclusively and for the sole purpose of providing a record of Confidential Information disclosed in order to determined the receiving party's continuing obligations with respect to such under this AGREEMENT, and save for any other copies which have been provided to THIRD PARTIES as permitted under Paragraph 6.03. In the event that a court or other legal or administrative tribunal, directly or through an appointed master, trustee or receiver, assumes partial or complete control over the assets of a party to this Agreement AGREEMENT based on the insolvency or bankruptcy of such party, the bankrupt or insolvent party shall promptly notify the court or other tribunal (i) that confidential information Confidential Information received from the other party under this Agreement AGREEMENT remains the property of the other party and (ii) of the confidentiality obligations under this AgreementAGREEMENT. In addition, the bankrupt or insolvent party shall, to the extent permitted by law, take all steps necessary or desirable to maintain the confidentiality of the other party's confidential information Confidential Information and to insure ensure that the court, other tribunal or appointee maintains such information in confidence in accordance with the terms of this AgreementAGREEMENT. 6.6 6.06 No public announcement or other disclosure to third parties THIRD PARTIES concerning the existence of or terms of this Agreement AGREEMENT shall be made, either directly or indirectly, by any party to this AgreementAGREEMENT, except as may be legally required or as may be required for recording purposes, without first obtaining the approval of the other party and agreement upon the nature and text of such announcement or disclosure, unless the disclosure does not identify the other party. The party desiring to make any such public announcement or other disclosure shall inform the other party of the wording of the proposed announcement or disclosure in reasonably sufficient time prior to public release, and shall provide the other party with a written copy thereof, in order to allow such other party to comment upon such announcement or disclosure. If either party believes it needs to disclose any information to a third party for the purpose of public offering, merger or acquisition, it shall submit a request for approval from the other party along with the information it desires to disclose which approval will not unreasonably be withheld. 6.7 Neither SBCL nor HDI 6.07 JAGO shall not submit for written or oral publication any manuscript, abstract or the like which includes proprietary and confidential data or other information generated and provided by the other party relating to PRODUCT without first obtaining the prior written consent of the SB, which consent shall not be unreasonably withheld. SB shall not submit for written or oral publication any manuscript, abstract or the like which includes data or other partyinformation relating to techniques applied to the GEOMATRIX® FORMULATION portion of PRODUCT without first obtaining the prior written consent of the JAGO, which consent shall not be unreasonably withheld. The contribution of each party shall be noted in all publications or presentations by acknowledgment or co-authorship, whichever is appropriate. 6.08 Nothing in this AGREEMENT shall be construed as preventing or in any way inhibiting SB from complying with statutory and regulatory requirements governing the development, manufacture, use and sale or other distribution of PRODUCT in any manner required to enable SB to fully exercise its license rights granted and obligations undertaken under this AGREEMENT, including, for example, by disclosing to regulatory authorities confidential or other information received from JAGO or THIRD PARTIES.

EXCHANGE OF INFORMATION AND CONFIDENTIALITY. 6.1 Promptly after payment of both installments of Each Party shall hold the License Fee by SBCL to HDI, HDI shall disclose and supply to SBCL all Know-how required for performing the Services not already Confidential Information disclosed to SBCL during it under or in connection with this Agreement in strict confidence, and shall not use such Confidential Information for any other purpose than the negotiations performance of this Agreement. ThereafterThe Party that releases, HDI exchanges, or discloses Confidential Information (the “Disclosing Party”) shall promptly disclose use reasonable efforts to mark such Confidential Information as “Confidential.” In the event that Confidential Information is disclosed and supply not so marked, the receiving Party agrees to SBCL any further Know-how required for performing treat such information as confidential to the Services developed for SBCL by HDI which is or may become known extent that a reasonable person would consider such information to HDI. 6.2 During be confidential given the term of this Agreement, each party shall promptly inform the other party of any information that it obtains or develops regarding the utility content and safety circumstances of the Technology in the Fielddisclosure. Each party promptly Neither Party shall report to the other disclose any information on all serious or unexpected reactions or side effects related to the utilization of the Technology in the Field. 6.3 Except for documents labeled "Technology Secret" and their content which SBCL may not disclose to third parties except upon order of a judicial or administrative body during the term of this Agreement and for five (5) years thereafter, irrespective of any termination earlier than the expiration of the term of this Agreement, HDI, Hyseq Inc. ("HI") and SBCL shall not use or reveal or disclose to third parties any confidential information Confidential Information received from the other party Party under or in connection with this Agreement, or otherwise developed by either party any Party in the performance of activities in furtherance of this Agreement, which information except to such of its officers, employees, agents, representatives, Affiliates, advisors and consultants, governing bodies to whom disclosure is identified by either party as confidential, without first obtaining the written consent of the other party; provided, however, that such confidential information may be disclosed for securing essential or desirable authorizations, privileges or rights from governmental agencies, or as required to be disclosed to a governmental agency or as necessary to file exercise the Party’s rights or prosecute Patent applications concerning perform the Technology or to carry out any litigation concerning the Technology; providedParty’s obligations under this, howeverand who are bound by confidentiality and non-use obligations no less onerous than those contained in this Section 7. The obligations in Sections 7.1, that SBCL will consult with HDI prior to such disclosure. HDI, HI 7.2 and SBCL shall take reasonable measures to assure that no unauthorized use or disclosure is made by others to whom access to such information is granted. This confidentiality obligation 7.3 shall not apply to the following as established by reasonable, written proof: information which at the time of disclosure is in the public domain; or information which, after its disclosure, becomes part of the public domain by publication or otherwise, except by breach of this Agreement; or information that a Party can demonstrate was lawfully possessed by it prior to disclosure under or in connection with this Agreement; or information that a Party receives from a Third Party which is not legally prohibited from disclosing such information; or information a Party is required by law to disclose, provided that the other Party is promptly notified of any such requirement: or information which is or becomes a matter of public knowledge, other than through the action or inaction of the party to be bound, or is already in the possession of the receiving party, or is disclosed to the receiving party by a third party having the right to do so, or is subsequently and independently developed by employees of the receiving party Party or its Affiliates thereof who had no knowledge of the confidential information disclosed. 6.4 Subject Disclosing Party’s Confidential Information. If a receiving Party becomes obligated by law to Section 6.3disclose Confidential Information received under or in connection with this Agreement, nothing herein or any portion thereof, to any Third Party, governmental authority or court, that Party shall immediately notify the Disclosing Party of each such requirement and identify the Confidential Information to be construed as preventing either party from disclosing any confidential information received from the disclosed so that such Disclosing Party may seek an appropriate protective order or other to an Affiliate or Sublicensee of such party, provided that disclosure is required for use of the Technology in the Field and such Affiliate or Sublicensee has undertaken a similar obligation of confidentiality under this Agreement remedy with respect to narrowing the confidential information. 6.5 All confidential information disclosed by one party scope of such requirement and, to the extent necessary, waive the receiving Party’s compliance with the confidentiality obligations of this Agreement. The Parties acknowledge that disclosure of any Confidential Information in breach of this Agreement could give rise to irreparable injury to the non-breaching Party and that such injury will not be adequately compensated by damages. Accordingly, the non-breaching Party shall be entitled to the remedies of specific performance and injunctive relief or other equitable relief for any threatened or actual breach of this Section 7. Such relief shall be in addition to all other remedies available to the non-breaching Party at law or in equity. All Confidential Information shall remain the intellectual property of the disclosing partyDisclosing Party. In the event that a court or other legal or administrative tribunaltribunal of competent jurisdiction, directly or through an appointed master, trustee or receiver, assumes partial or complete control over the assets of a party Party to this Agreement Agreement, based on the insolvency or bankruptcy of such partyParty (or based on any other analogous or similar status of that Party under foreign laws), the bankrupt or insolvent party Party shall promptly notify the court or other tribunal (i) tribunal: that confidential information received from the other party under this Agreement Confidential Information remains the property of the other party Disclosing Party; and (ii) of the confidentiality obligations under this Agreement. MPP or its authorized representative will have the right to audit [XXX]’s compliance with Sections 4.5 and 6.3 of this Agreement. [XXX] will be required to keep accurate records to allow MPP or its authorized representative to adequately conduct such audit. This Agreement shall be deemed to come into effect on the Effective Date and shall continue for seven years. MPP may suspend this Agreement immediately if its funding entities reduce or fail to provide funding for the Project. In the event support of the Project is discontinued or is reduced to the extent that MPP, in its sole discretion, determines it is not practicable to continue the Project, MPP may terminate this Agreement effective immediately upon notice. Save as otherwise provided in this Agreement, if [XXX] breaches any provision of this Agreement and if such breach is material and (i) is incapable of correction; or (ii) is capable of correction but is not corrected within thirty (30) days after [XXX] receives written notice with respect to such default, MPP shall have the right to terminate this Agreement with immediate effect by giving written notice to the party in default. Termination or expiry of this Agreement shall not affect those provisions of this Agreement which are expressly or by implication intended to survive the termination or expiration of this Agreement, including but not limited to Sections 4.5, 6.3, 6.4, 7 and 8. In addition, any other provisions required to interpret and enforce the bankrupt or insolvent party shallParties’ rights and obligations under this Agreement shall also survive, but only to the extent permitted that such survival is required for the full observation and performance of this Agreement by law, take all steps necessary or desirable to maintain the confidentiality Parties. Termination of the other party's confidential information and to insure that the court, other tribunal or appointee maintains such information in confidence this Agreement in accordance with the terms of this Agreement. 6.6 No public announcement provisions hereof shall not limit remedies which may be otherwise available in law or other disclosure equity and shall be without prejudice to third parties concerning the existence of or terms of any rights that any person may have pursuant to this Agreement shall be made, either directly or indirectly, by any party to this Agreement, except as may be legally required or as may be required for recording purposes, without first obtaining the approval of the other party and agreement upon the nature and text of such announcement or disclosure, unless the disclosure does not identify the other party. The party desiring to make any such public announcement or other disclosure shall inform the other party of the proposed announcement or disclosure in reasonably sufficient time prior to public release, and shall provide the other party with a written copy thereof, in order to allow such other party to comment upon such announcement or disclosure. If either party believes it needs to disclose any information to a third party for the purpose of public offering, merger or acquisition, it shall submit a request for approval from the other party along with the information it desires to disclose which approval will not unreasonably be withheldantecedent breaches. 6.7 Neither SBCL nor HDI shall submit for written or oral publication any manuscript, abstract or the like which includes proprietary and confidential data or information generated and provided by the other party without first obtaining the prior written consent of the other party, which consent shall not be unreasonably withheld. The contribution of each party shall be noted in all publications or presentations by acknowledgment or co-authorship, whichever is appropriate.

EXCHANGE OF INFORMATION AND CONFIDENTIALITY. 6.1 [*] This information has been omitted in reliance on Rule 24B-2 under the Securities Exchange Act of 1934, and has been filed separately with the Securities and Exchange Commission. 8.1 Promptly after payment the date of both installments of the License Fee by SBCL to HDIthis AGREEMENT first written above, HDI TBC shall disclose and supply to SBCL SB all Know-how required for performing the Services not already disclosed to SBCL during the negotiations of this AgreementKNOW- HOW. Thereafter, HDI TBC shall promptly disclose and supply to SBCL SB any further KnowKNOW-how required for performing the Services developed for SBCL by HDI HOW which is or may become known to HDITBC. SB shall not acquire any ownership rights in such KNOW-HOW by virtue of this AGREEMENT. 6.2 8.2 With respect to ADVERSE EXPERIENCES, the following shall apply: (a) Promptly after the EFFECTIVE DATE, each party shall appraise the other party of the standard operating procedures for the investigation and reporting of ADVERSE EXPERIENCES regarding its products. The parties shall then promptly develop and agree upon procedures for the reporting to each other ADVERSE EXPERIENCES concerning PRODUCT. The parties shall immediately implement such agreed procedures and shall provide each other on a regular basis with any appropriate information which enables the other party to meet its regulatory obligations in the territories in which it is commercializing or developing PRODUCT or which is relevant to the safe use of PRODUCT. The agreed procedures will be reviewed jointly on a regular basis or when there is a change in regulations governing ADVERSE EXPERIENCE reporting. (b) All ADVERSE EXPERIENCE reports and queries for SB should be addressed to its central safety department, i.e., Associate Director, Worldwide Clinical Safety Quality Management, SmithKline Beec▇▇▇ ▇▇▇rmaceuticals, 1250 ▇. ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (▇▇csimile number (610) ▇▇▇-▇▇▇▇; ▇▇lephone number (610) ▇▇▇-▇▇▇▇) ▇▇d for TBC should be addressed to its central safety department, i.e., Vice President, Regulatory Affairs, Texas Biotechnology Corporation, 7000 ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, Texas 77030, U.S.A. (facsimile number (713) ▇▇▇-▇▇▇▇; ▇▇lephone number (713) ▇▇▇-▇▇▇▇), ▇r such other safety representative as may be designated by SB for SB or by TBC for TBC. (c) TBC will obligate any THIRD PARTY licensees and/or commercial partners (including TBC's licensors for PRODUCT, such as MITSUBISHI or other THIRD PARTY contractual partners to whom ADVERSE EXPERIENCES for PRODUCT may be reported, such as SYNTHELABO or COROMED) to provide ADVERSE EXPERIENCES to SB and to TBC, within the time periods the parties develop under Paragraph 8.02(a). 8.3 During the term of this Agreement, each party shall promptly inform the other party of any information that it obtains or develops regarding the utility and safety of the Technology in the Field. Each party promptly shall report to the other any information on all serious or unexpected reactions or side effects related to the utilization of the Technology in the Field. 6.3 Except for documents labeled "Technology Secret" and their content which SBCL may not disclose to third parties except upon order of a judicial or administrative body during the term of this Agreement AGREEMENT and for five (5) years thereafter, irrespective of any termination earlier than the expiration of the term of this AgreementAGREEMENT, HDI, Hyseq Inc. ("HI") TBC and SBCL SB shall not use or reveal or disclose to third parties THIRD PARTIES any confidential information received from the other party or otherwise developed by either party in the performance of activities in furtherance of this Agreement, which information is identified by either party as confidential, AGREEMENT without first obtaining the written consent of the other disclosing party; provided, however, that such confidential information except as may be disclosed otherwise provided herein, or as may be required for purposes of investigating, developing, manufacturing or marketing PRODUCT or for securing essential or desirable authorizations, privileges or rights from governmental agenciesagencies as provided under this AGREEMENT, or as is required to be disclosed to a governmental agency or as is necessary to file or prosecute Patent patent applications concerning the Technology PRODUCT or to carry out any litigation concerning the Technology; provided, however, that SBCL will consult with HDI prior to such disclosure. HDI, HI and SBCL shall take reasonable measures to assure that no unauthorized use or disclosure is made by others to whom access to such information is grantedPRODUCT. This confidentiality obligation shall not apply to such information which is or becomes a matter of public knowledge, other than through the action or inaction of the party to be bound, or is already in the possession of the receiving party, or is disclosed to the receiving party by a third party THIRD PARTY having the right to do so, or is subsequently and independently developed by employees of the receiving party or Affiliates AFFILIATES thereof who had no knowledge of the confidential information disclosed. 6.4 Subject to Section 6.3, nothing herein shall be construed as preventing either party from disclosing any confidential information received from the other to an Affiliate or Sublicensee of such party, provided that disclosure is required for use of the Technology in the Field and such Affiliate or Sublicensee has undertaken a similar obligation of confidentiality under this Agreement with respect by law to the confidential information. 6.5 All confidential information disclosed by one party to the other shall remain the intellectual property of the disclosing partybe disclosed. In the event that a court or other legal or administrative tribunal, directly or through an appointed master, trustee or receiver, assumes partial or complete control over the assets of a party to this Agreement based on the insolvency or bankruptcy of such party, the bankrupt or insolvent party shall promptly notify the court or other tribunal (i) that confidential information received from the other party under this Agreement remains the property of the other party and (ii) of the confidentiality obligations under this Agreement. In addition, the bankrupt or insolvent party shall, to the extent permitted by law, take all steps necessary or desirable to maintain the confidentiality of the other party's confidential information and to insure that the court, other tribunal or appointee maintains such information in confidence in accordance with the terms of this Agreement. 6.6 No public announcement or other disclosure to third parties concerning the existence of or terms of this Agreement shall be made, either directly or indirectly, by any party to this Agreement, except as may be legally required or as may be required for recording purposes, without first obtaining the approval of the other party and agreement upon the nature and text of such announcement or disclosure, unless the disclosure does not identify the other party. The party desiring to make any such public announcement or other disclosure shall inform the other party of the proposed announcement or disclosure in reasonably sufficient time prior to public release, and shall provide the other party with a written copy thereof, in order to allow such other party to comment upon such announcement or disclosure. If either party believes it needs to disclose any information to a third party for the purpose of public offering, merger or acquisition, it shall submit a request for approval from the other party along with the information it desires to disclose which approval will not unreasonably be withheld. 6.7 Neither SBCL nor HDI shall submit for written or oral publication any manuscript, abstract or the like which includes proprietary and confidential data or information generated and provided by the other party without first obtaining the prior written consent of the other party, which consent shall not be unreasonably withheld. The contribution of each party shall be noted in all publications or presentations by acknowledgment or co-authorship, whichever is appropriate.This confidentiality

EXCHANGE OF INFORMATION AND CONFIDENTIALITY. 6.1 Promptly after payment of both installments of the License Fee by SBCL to HDI, HDI shall disclose and supply to SBCL all Know-how required for performing the Services not already disclosed to SBCL during the negotiations of this Agreement. Thereafter, HDI shall promptly disclose and supply to SBCL any further Know-how required for performing the Services developed for SBCL by HDI which is or may become known to HDI. 6.2 7.01 During the term of this Agreement, each party GSK shall have full access to all matters encompassed within TECHNOLOGY and relevant to the licenses granted hereunder and ▇▇▇▇▇ shall upon the request of GSK promptly disclose and/or supply GSK with all data and information which is within TECHNOLOGY relevant to the licenses granted hereunder that ▇▇▇▇▇ has the right to disclose. In the event ▇▇▇▇▇ is unable to disclose such data and information, it shall promptly inform the other party of any information that it obtains or develops regarding the utility GSK and safety of the Technology in the Field. Each party promptly shall report use best efforts to the other any information on all serious or unexpected reactions or side effects related find a satisfactory solution to the utilization of the Technology in the Fieldresolve such disclosure to GSK. 6.3 Except for documents labeled "Technology Secret" and their content which SBCL may not disclose to third parties except upon order of a judicial or administrative body during the term of this Agreement and for five (5) years thereafter, irrespective of any termination earlier than the expiration of 7.02 During the term of this Agreement, HDIGSK shall have full access to (and ▇▇▇▇▇ will promptly disclose upon request of GSK) all technology, Hyseq Inc. ("HI") information, inventions, data, process technology and SBCL shall not any other information related to the use of ADJUVANT in PRODUCTS and/or COMBINATION in the FIELD, whether patentable or reveal or disclose to third parties any confidential information received from the other party not, which ▇▇▇▇▇ may develop, acquire or otherwise developed by either party in the performance of activities in furtherance of this Agreement, which information is identified by either party as confidential, without first obtaining the written consent of the other party; provided, however, that such confidential information may be disclosed for securing essential have or desirable authorizations, privileges obtain rights or rights from governmental agencies, or as required to be disclosed to a governmental agency or as necessary to file or prosecute Patent applications concerning the Technology or to carry out any litigation concerning the Technology; provided, however, that SBCL will consult with HDI prior to such disclosure. HDI, HI and SBCL shall take reasonable measures to assure that no unauthorized use or disclosure is made by others to whom access to such information is granted. This confidentiality obligation shall not apply to such information and which is or becomes a matter of public knowledge, other than through the action or inaction of the party to be bound, or is already in the possession of the receiving party, or is disclosed to the receiving party by a third party having ▇▇▇▇▇ has the right provide to do so, or is subsequently and independently developed by employees of the receiving party or Affiliates thereof who had no knowledge of the confidential information disclosedGSK. 6.4 Subject 7.03 GSK shall provide every nine (9) months a summary report to Section 6.3, nothing herein shall be construed as preventing either party from disclosing any confidential information received from the other to an Affiliate or Sublicensee ▇▇▇▇▇ of such party, provided that disclosure is required for use of the Technology in the Field and such Affiliate or Sublicensee has undertaken a similar obligation of confidentiality under this Agreement with respect to the confidential information. 6.5 All confidential information disclosed by one party to the other shall remain the intellectual property of the disclosing party. In the event that a court or other legal or administrative tribunal, directly or through an appointed master, trustee or receiver, assumes partial or complete control over the assets of a party to this Agreement based on the insolvency or bankruptcy of such party, the bankrupt or insolvent party shall promptly notify the court or other tribunal (i) that confidential information received from the other party under this Agreement remains the property of the other party and (ii) of the confidentiality obligations under this Agreementits progress made hereunder. In addition, GSK shall provide ▇▇▇▇▇ with all results of clinical trials of PRODUCTS or COMBINATIONS and ▇▇▇▇▇ shall provide GSK with all results of products or combinations containing ADJUVANT, which are useful for the bankrupt or insolvent practice of the license granted hereunder in the FIELD; (a) Each party shall, shall report to the extent permitted other by lawfacsimile or telephone any Serious Adverse Experience attributed to use of ADJUVANTS or PRODUCTS or COMBINATIONS within two (2) working days of receipt of such reports by the notifying party. All such reports shall be confirmed promptly by written notice sent by certified or registered mail, take return receipt requested. (b) Each party submit to the other a quarterly report of all steps necessary Adverse Experiences of which it becomes aware that are attributed to the use of ADJUVANTS or desirable PRODUCTS or COMBINATIONS. Such quarterly report shall indicate which alleged Adverse Experience were previously submitted under Section 7.04(a). (c) if either party receives any report of an Adverse Experience attributed to maintain the confidentiality use of ADJUVANTS or PRODUCTS or COMBINATIONS, it shall report the matter to the appropriate regulatory authorities in the TERRITORY in compliance with the laws and regulations of the other party's confidential information and to insure that the court, other tribunal or appointee maintains such information in confidence in accordance with the terms of this Agreement. 6.6 No public announcement or other disclosure to third parties concerning the existence of or terms of this Agreement shall be made, either directly or indirectly, by any party to this Agreement, except as may be legally required or as may be required for recording purposes, without first obtaining the approval of the other party and agreement upon the nature and text of such announcement or disclosure, unless the disclosure does not identify the other partyTERRITORY. The party desiring to make any such public announcement or other disclosure shall inform also notify the other party of such report to the proposed announcement or disclosure in reasonably sufficient time prior appropriate regulatory authorities. If possible, such notification to public release, and shall provide the other party with a written copy thereof, in order shall be made prior to allow such other party reporting to comment upon such announcement or disclosurethe regulatory authorities. If either party believes it needs prior notification cannot be made, the notification shall be made as promptly as practicable thereafter. (d) The following definitions apply to disclose any information to a third party for the purpose of public offering, merger or acquisition, it shall submit a request for approval from the other party along with the information it desires to disclose which approval will not unreasonably be withheld. 6.7 Neither SBCL nor HDI shall submit for written or oral publication any manuscript, abstract or the like which includes proprietary and confidential data or information generated and provided by the other party without first obtaining the prior written consent of the other party, which consent shall not be unreasonably withheld. The contribution of each party shall be noted in all publications or presentations by acknowledgment or co-authorship, whichever is appropriate.this Section:

EXCHANGE OF INFORMATION AND CONFIDENTIALITY. 6.1 Promptly after payment of both installments of the License Fee by SBCL to HDI, HDI shall disclose and supply to SBCL all Know-how required for performing the Services not already disclosed to SBCL during the negotiations of this Agreement. Thereafter, HDI shall promptly disclose and supply to SBCL any further Know-how required for performing the Services developed for SBCL by HDI which is or may become known to HDI. 6.2 6.01 During the term of this Agreement, each party LICENSOR shall promptly disclose to LICENSEE and/or supply LICENSEE with all KNOW-HOW. LICENSOR shall not be authorized to make any publication with respect to the KNOW-HOW nor disclose it to any THIRD PARTY provided that, LICENSOR shall, upon LICENSEE's prior consent in writing which consent shall not be unreasonably withheld, be authorized to publish the data from the Phase II clinical trial referred to in Paragraph 5.02 hereof and prior studies and, without consent, be authorized to disclose KNOW-HOW to its licensor as per the Gamb▇▇ Agreement. 6.02 During the term of this Agreement, the parties shall promptly inform the each other party of any information that it a party obtains or develops regarding the utility and safety of the Technology in the Field. Each party VACCINE and shall promptly shall report to the other party any confirmed information on all of serious or unexpected reactions or side effects related to the utilization utilisation or medical administration of the Technology in the FieldVACCINE. 6.3 Except for documents labeled "Technology Secret" and their content which SBCL may not disclose to third parties except upon order of a judicial or administrative body during 6.03 During the term of this Agreement and for five seven (57) years thereafter, irrespective of any termination earlier than the expiration of the term of this Agreement, HDI, Hyseq Inc. ("HI") LICENSOR and SBCL LICENSEE shall not use or reveal or disclose to third parties THIRD PARTIES any confidential information received from the other party or otherwise developed by either party in the performance of activities in furtherance of this Agreement, which information is identified by either party as confidential, without first obtaining the written consent of the other party; provided, however, that such confidential information may be disclosed for securing essential or desirable authorizations, privileges or rights from governmental agencies, or as required to be disclosed to a governmental agency or as necessary to file or prosecute Patent applications concerning the Technology or to carry out any litigation concerning the Technology; provided, however, that SBCL will consult with HDI prior to such disclosure. HDI, HI and SBCL shall take reasonable measures to assure that no unauthorized use or disclosure is made by others to whom access to such information is granted. This confidentiality obligation shall not apply to such information which is or becomes a matter of public knowledge, other than through the action or inaction of the party to be bound, or is already in the possession of the receiving party, or is disclosed to the receiving party by a third party having the right to do so, or is subsequently and independently developed by employees of the receiving party or Affiliates thereof who had no knowledge of the confidential information disclosed. 6.4 Subject to Section 6.3, nothing herein shall be construed as preventing either party from disclosing any confidential information received from the other to an Affiliate or Sublicensee of such party, provided that disclosure is required for use of the Technology in the Field and such Affiliate or Sublicensee has undertaken a similar obligation of confidentiality under this Agreement with respect to the confidential information. 6.5 All confidential information disclosed by one party to the other shall remain the intellectual property of the disclosing party. In the event that a court or other legal or administrative tribunal, directly or through an appointed master, trustee or receiver, assumes partial or complete control over the assets of a party to this Agreement based on the insolvency or bankruptcy of such party, the bankrupt or insolvent party shall promptly notify the court or other tribunal (i) that confidential information received from the other party under this Agreement remains the property of the other party and (ii) of the confidentiality obligations under this Agreement. In addition, the bankrupt or insolvent party shall, to the extent permitted by law, take all steps necessary or desirable to maintain the confidentiality of the other party's confidential information and to insure that the court, other tribunal or appointee maintains such information in confidence in accordance with the terms of this Agreement. 6.6 No public announcement or other disclosure to third parties concerning the existence of or terms of this Agreement shall be made, either directly or indirectly, by any party to this Agreement, except as may be legally required or as may be required for recording purposespurposes of investigating, without first obtaining the approval of the other party and agreement upon the nature and text of such announcement developing, manufacturing or disclosure, unless the disclosure does not identify the other party. The party desiring to make any such public announcement or other disclosure shall inform the other party of the proposed announcement or disclosure in reasonably sufficient time prior to public release, and shall provide the other party with a written copy thereof, in order to allow such other party to comment upon such announcement or disclosure. If either party believes it needs to disclose any information to a third party for the purpose of public offering, merger or acquisition, it shall submit a request for approval from the other party along with the information it desires to disclose which approval will not unreasonably be withheld. 6.7 Neither SBCL nor HDI shall submit for written or oral publication any manuscript, abstract or the like which includes proprietary and confidential data or information generated and provided by the other party without first obtaining the prior written consent of the other party, which consent shall not be unreasonably withheld. The contribution of each party shall be noted in all publications or presentations by acknowledgment or co-authorship, whichever is appropriate.marketing VACCINE

EXCHANGE OF INFORMATION AND CONFIDENTIALITY. 6.1 Promptly after payment of both installments of 9.1 Each Party shall hold the License Fee by SBCL to HDI, HDI shall disclose and supply to SBCL all Know-how required for performing the Services not already Confidential Information disclosed to SBCL during it under or in connection with this Agreement in strict confidence, and shall not use such Confidential Information for any other purpose than the negotiations performance of this Agreement. ThereafterFor the avoidance of doubt, HDI nothing in this Section 9 shall promptly disclose and supply to SBCL any further Know-how required for performing prejudice the Services developed for SBCL by HDI which is or may become known to HDIlicences granted under Section 8. 6.2 During 9.2 The Party that releases, exchanges, or discloses Confidential Information (the term of this Agreement“Disclosing Party”) shall use reasonable efforts to mark such Confidential Information as “Confidential”. In the event that Confidential Information is disclosed and not so marked, each party shall promptly inform the other party of any receiving Party agrees to treat such information as confidential to the extent that it obtains or develops regarding a reasonable person would consider such information to be confidential given the utility content and safety circumstances of the Technology in the Field. Each party promptly shall report to the other any information on all serious or unexpected reactions or side effects related to the utilization of the Technology in the Fielddisclosure. 6.3 Except for documents labeled "Technology Secret" and their content which SBCL may not 9.3 Neither Party shall disclose to third parties except upon order of a judicial or administrative body during the term of this Agreement and for five (5) years thereafter, irrespective of any termination earlier than the expiration of the term of this Agreement, HDI, Hyseq Inc. ("HI") and SBCL shall not use or reveal or disclose to third parties any confidential information Confidential Information received from the other party Party under or in connection with this Agreement, or otherwise developed by either party any Party in the performance of activities in furtherance of this Agreement, which information except to such of its officers, employees, agents, representatives, Affiliates, advisors and consultants, and governing bodies to whom disclosure is identified by either party as confidential, without first obtaining the written consent of the other party; provided, however, that such confidential information may be disclosed for securing essential or desirable authorizations, privileges or rights from governmental agencies, or as required to be disclosed to a governmental agency or as necessary to file exercise the Party’s rights or prosecute Patent applications concerning perform the Technology or to carry out any litigation concerning the Technology; providedParty’s obligations under this, howeverand who are bound by confidentiality and non-use obligations no less onerous than those contained in this Section 9. 9.4 The obligations in Sections 9.1, that SBCL will consult with HDI prior to such disclosure. HDI, HI 9.2 and SBCL shall take reasonable measures to assure that no unauthorized use or disclosure is made by others to whom access to such information is granted. This confidentiality obligation 9.3 shall not apply to the following as established by reasonable, written proof: (a) information which at the time of disclosure is in the public domain; or (b) information which, after its disclosure, becomes part of the public domain by publication or otherwise, except by breach of this Agreement; or (c) information that a Party can demonstrate was lawfully possessed by it prior to disclosure under or in connection with this Agreement; or (d) information that a Party receives from a Third Party which is not legally prohibited from disclosing such information; or (e) information a Party is required by law to disclose, provided that the other Party is promptly notified of any such requirement (unless prohibited by law): or (f) information which is or becomes a matter of public knowledge, other than through the action or inaction of the party to be bound, or is already in the possession of the receiving party, or is disclosed to the receiving party by a third party having the right to do so, or is subsequently and independently developed by employees of the receiving party Party or its Affiliates thereof who had no knowledge of the confidential information disclosedDisclosing Party’s Confidential Information. 6.4 Subject 9.5 If a receiving Party becomes obligated by law to Section 6.3disclose Confidential Information received under or in connection with this Agreement, nothing herein or any portion thereof, to any Third Party, governmental authority or court, that Party shall (unless prohibited by law) immediately notify the Disclosing Party of each such requirement and identify the Confidential Information to be construed as preventing either party from disclosing any confidential information received from the disclosed so that such Disclosing Party may seek an appropriate protective order or other to an Affiliate or Sublicensee of such party, provided that disclosure is required for use of the Technology in the Field and such Affiliate or Sublicensee has undertaken a similar obligation of confidentiality under this Agreement remedy with respect to narrowing the confidential informationscope of such requirement and, to the extent necessary, waive the receiving Party’s compliance with the confidentiality obligations of this Agreement. 6.5 All confidential information disclosed by one party 9.6 The Parties acknowledge that disclosure of any Confidential Information in breach of this Agreement could give rise to irreparable injury to the non-breaching Party and that such injury will not be adequately compensated by damages. Accordingly, the non-breaching Party shall be entitled to the remedies of specific performance and injunctive relief or other equitable relief for any threatened or actual breach of this Section 9. Such relief shall be in addition to all other remedies available to the non-breaching Party at law or in equity. 9.7 All Confidential Information shall remain the intellectual property of the disclosing partyDisclosing Party. In the event that a court or other legal or administrative tribunaltribunal of competent jurisdiction, directly or through an appointed master, trustee or receiver, assumes partial or complete control over the assets of a party Party to this Agreement Agreement, based on the insolvency or bankruptcy of such partyParty (or based on any other analogous or similar status of that Party under foreign laws), the bankrupt or insolvent party Party shall promptly notify the court or other tribunal tribunal: (ia) that confidential information received from the other party under this Agreement Confidential Information remains the property of the other party and Disclosing Party; and (iib) of the confidentiality obligations under this Agreement. In addition, the bankrupt or insolvent party shall, to the extent permitted by law, take all steps necessary or desirable to maintain the confidentiality of the . 9.8 Notwithstanding any other party's confidential information and to insure that the court, other tribunal or appointee maintains such information in confidence in accordance with the terms provision of this Agreement. 6.6 No public announcement , the Parties shall have the right, at any time during or other disclosure to third parties concerning after the existence term of or terms of this Agreement shall be made, either directly or indirectly, by any party to this Agreement, except as may be legally required to use ideas, concepts and Know-How contained in or as may be required for recording purposes, without first obtaining derived from Confidential Information received under or in connection with this Agreement that are acquired and retained solely in the approval unaided memories of the other party Parties’ officers, employees, agents, representatives, Affiliates, advisors and agreement upon consultants who have had access to the nature and text of such announcement or disclosure, unless the disclosure does not identify the other party. The party desiring to make any such public announcement or other disclosure shall inform the other party of the proposed announcement or disclosure in reasonably sufficient time prior to public release, and shall provide the other party with a written copy thereof, in order to allow such other party to comment upon such announcement or disclosure. If either party believes it needs to disclose any information to a third party for the purpose of public offering, merger or acquisition, it shall submit a request for approval from the other party along with the information it desires to disclose which approval will not unreasonably be withheldConfidential Information under this Agreement. 6.7 Neither SBCL nor HDI shall submit for written or oral publication any manuscript, abstract or the like which includes proprietary and confidential data or information generated and provided by the other party without first obtaining the prior written consent of the other party, which consent shall not be unreasonably withheld. The contribution of each party shall be noted in all publications or presentations by acknowledgment or co-authorship, whichever is appropriate.

EXCHANGE OF INFORMATION AND CONFIDENTIALITY. 6.1 Promptly after payment of both installments of 7.1 Each Party shall hold the License Fee by SBCL to HDI, HDI shall disclose and supply to SBCL all Know-how required for performing the Services not already Confidential Information disclosed to SBCL during it under or in connection with this Agreement in strict confidence, and shall not use such Confidential Information for any other purpose than the negotiations performance of this Agreement. ThereafterFor the avoidance of doubt, HDI nothing in this Section 7 shall promptly disclose and supply to SBCL any further Know-how required for performing prejudice the Services developed for SBCL by HDI which is or may become known to HDIlicences granted under Section 6. 6.2 During 7.2 The Party that releases, exchanges, or discloses Confidential Information (the term of this Agreement“Disclosing Party”) shall use reasonable efforts to mark such Confidential Information as “Confidential.” In the event that Confidential Information is disclosed and not so marked, each party shall promptly inform the other party of any receiving Party agrees to treat such information as confidential to the extent that it obtains or develops regarding a reasonable person would consider such information to be confidential given the utility content and safety circumstances of the Technology in the Field. Each party promptly shall report to the other any information on all serious or unexpected reactions or side effects related to the utilization of the Technology in the Fielddisclosure. 6.3 Except for documents labeled "Technology Secret" and their content which SBCL may not 7.3 Neither Party shall disclose to third parties except upon order of a judicial or administrative body during the term of this Agreement and for five (5) years thereafter, irrespective of any termination earlier than the expiration of the term of this Agreement, HDI, Hyseq Inc. ("HI") and SBCL shall not use or reveal or disclose to third parties any confidential information Confidential Information received from the other party Party under or in connection with this Agreement, or otherwise developed by either party any Party in the performance of activities in furtherance of this Agreement, which information except to such of its officers, employees, agents, representatives, Affiliates, advisors and consultants, and governing bodies to whom disclosure is identified by either party as confidential, without first obtaining the written consent of the other party; provided, however, that such confidential information may be disclosed for securing essential or desirable authorizations, privileges or rights from governmental agencies, or as required to be disclosed to a governmental agency or as necessary to file exercise the Party’s rights or prosecute Patent applications concerning perform the Technology or to carry out any litigation concerning the Technology; providedParty’s obligations under this, however, that SBCL will consult with HDI prior to such disclosure. HDI, HI and SBCL shall take reasonable measures to assure that who are bound by confidentiality and non-use obligations no unauthorized use or disclosure is made by others to whom access to such information is granted. This confidentiality obligation less onerous than those contained in this Section 7. 7.4 The obligations in Sections 7.1 7.2and 7.3 shall not apply to the following as established by reasonable, written proof: (a) information which at the time of disclosure is in the public domain; or (b) information which, after its disclosure, becomes part of the public domain by publication or otherwise, except by breach of this Agreement; or (c) information that a Party can demonstrate was lawfully possessed by it prior to disclosure under or in connection with this Agreement; or (d) information that a Party receives from a Third Party which is not legally prohibited from disclosing such information; or (e) information a Party is required by law to disclose, provided that the other Party is promptly notified of any such requirement (unless prohibited by law): or (f) information which is or becomes a matter of public knowledge, other than through the action or inaction of the party to be bound, or is already in the possession of the receiving party, or is disclosed to the receiving party by a third party having the right to do so, or is subsequently and independently developed by employees of the receiving party Party or its Affiliates thereof who had no knowledge of the confidential information disclosedDisclosing Party’s Confidential Information. 6.4 Subject 7.5 If a receiving Party becomes obligated by law to Section 6.3disclose Confidential Information received under or in connection with this Agreement, nothing herein or any portion thereof, to any Third Party, governmental authority or court, that Party shall (unless prohibited by law) immediately notify the Disclosing Party of each such requirement and identify the Confidential Information to be construed as preventing either party from disclosing any confidential information received from the disclosed so that such Disclosing Party may seek an appropriate protective order or other to an Affiliate or Sublicensee of such party, provided that disclosure is required for use of the Technology in the Field and such Affiliate or Sublicensee has undertaken a similar obligation of confidentiality under this Agreement remedy with respect to narrowing the confidential informationscope of such requirement and, to the extent necessary, waive the receiving Party’s compliance with the confidentiality obligations of this Agreement. 6.5 All confidential information disclosed by one party 7.6 The Parties acknowledge that disclosure of any Confidential Information in breach of this Agreement could give rise to irreparable injury to the non-breaching Party and that such injury will not be adequately compensated by damages. Accordingly, the non-breaching Party shall be entitled to the remedies of specific performance and injunctive relief or other equitable relief for any threatened or actual breach of this Section 7. Such relief shall be in addition to all other remedies available to the non-breaching Party at law or in equity. 7.7 All Confidential Information shall remain the intellectual property of the disclosing partyDisclosing Party. In the event that a court or other legal or administrative tribunaltribunal of competent jurisdiction, directly or through an appointed master, trustee or receiver, assumes partial or complete control over the assets of a party Party to this Agreement Agreement, based on the insolvency or bankruptcy of such partyParty (or based on any other analogous or similar status of that Party under foreign laws), the bankrupt or insolvent party Party shall promptly notify the court or other tribunal tribunal: (ia) that confidential information received from the other party under this Agreement Confidential Information remains the property of the other party and Disclosing Party; and (iib) of the confidentiality obligations under this Agreement. In addition, the bankrupt or insolvent party shall, to the extent permitted by law, take all steps necessary or desirable to maintain the confidentiality of the . 7.8 Notwithstanding any other party's confidential information and to insure that the court, other tribunal or appointee maintains such information in confidence in accordance with the terms provision of this Agreement. 6.6 No public announcement , the Parties shall have the right, at any time during or other disclosure to third parties concerning after the existence term of or terms of this Agreement shall be made, either directly or indirectly, by any party to this Agreement, except as may be legally required to use ideas, concepts and Know-How contained in or as may be required for recording purposes, without first obtaining derived from Confidential Information received under or in connection with this Agreement that are acquired and retained solely in the approval unaided memories of the other party Parties’ officers, employees, agents, representatives, Affiliates, advisors and agreement upon consultants who have had access to the nature and text of such announcement or disclosure, unless the disclosure does not identify the other party. The party desiring to make any such public announcement or other disclosure shall inform the other party of the proposed announcement or disclosure in reasonably sufficient time prior to public release, and shall provide the other party with a written copy thereof, in order to allow such other party to comment upon such announcement or disclosure. If either party believes it needs to disclose any information to a third party for the purpose of public offering, merger or acquisition, it shall submit a request for approval from the other party along with the information it desires to disclose which approval will not unreasonably be withheldConfidential Information under this Agreement. 6.7 Neither SBCL nor HDI shall submit for written or oral publication any manuscript, abstract or the like which includes proprietary and confidential data or information generated and provided by the other party without first obtaining the prior written consent of the other party, which consent shall not be unreasonably withheld. The contribution of each party shall be noted in all publications or presentations by acknowledgment or co-authorship, whichever is appropriate.

EXCHANGE OF INFORMATION AND CONFIDENTIALITY. 6.1 (a) Promptly after payment of both installments of the License Fee by SBCL to HDIEFFECTIVE DATE, HDI HGS shall disclose and supply to SBCL SB all Know-how required for performing the Services HGS SPECIAL TECHNOLOGY which HGS has not already previously disclosed to SBCL during the negotiations of this AgreementSB. Thereafter, HDI HGS shall promptly and fully disclose to SB any and all information which is HGS SPECIAL TECHNOLOGY, provided that HGS SPECIAL TECHNOLOGY that are clones, cell lines and vectors shall be provided to SB as reasonably requested by SB and as they are reasonably available to HGS. (b) Notwithstanding Paragraph 12.1(a), after the EFFECTIVE DATE, HGS shall not be required to transfer to SB ▇▇▇▇▇▇▇▇ ▇▇▇▇ consisting of second walks and full length sequences not requested by (c) Notwithstanding subparagraph (b) HGS shall promptly disclose the results of research under material transfer agreements (MTAs) listed in Appendix E and supply all other MTAs HGS has entered into or enters into during the period ending at the end of the INITIAL RESEARCH TERM with respect to SBCL any further Know-how required TARGETS which are COLLABORATION PRODUCTS, provided that SB may not use such results to meet the requirement of Paragraph 6.1(a)(i) for performing the Services developed for SBCL by HDI which is or may become known to HDImore that four (4) THERAPEUTIC PROTEINS per year. 6.2 During (d) Promptly after the term of this Agreement, each party EFFECTIVE DATE SB shall promptly inform the other party of any information that it obtains or develops regarding the utility and safety disclose to HGS all SPECIAL SB TECHNOLOGY in existence as of the Technology in the Field. Each party promptly shall report EFFECTIVE DATE to the other any information on all serious or unexpected reactions or side effects related extent such SPECIAL SB TECHNOLOGY has not already been transferred to the utilization of the Technology in the FieldHGS. 6.3 Except for documents labeled "Technology Secret" and their content which SBCL may not disclose to third parties except upon order of a judicial or administrative body during 12.2. During the term of this Agreement and for five (5) years thereafter, irrespective of any termination earlier than the expiration of the term of this Agreement, HDI, Hyseq Inc. ("HI") HGS and SBCL SB shall not use or reveal or disclose to third parties THIRD PARTIES any confidential information or materials received from the other party or otherwise developed by either party in the performance of activities in furtherance of this Agreement, which information is identified by either party as confidentialparty, without first obtaining the written consent of such other party or the other party; providedRC, however, that such confidential information may be disclosed for securing essential or desirable authorizations, privileges or rights from governmental agencies, or except as required to be disclosed to a governmental agency or as necessary to file or prosecute Patent applications concerning the Technology or to carry out any litigation concerning the Technology; provided, however, that SBCL will consult with HDI prior to such disclosure. HDI, HI and SBCL shall take reasonable measures to assure that no unauthorized use or disclosure is made by others to whom access to such information is grantedpermitted hereunder. This confidentiality and non-use obligation shall not apply to disclosures to or uses by TAKEDA pursuant to the SB/TAKEDA AGREEMENT or disclosures to or uses by COLLABORATION PARTNERS pursuant to COLLABORATION PARTNER AGREEMENTS. Unless otherwise restricted by this Agreement, the confidentiality and non-use provisions of this Paragraph 12.2 shall not apply to such information which is (i) was known to the receiving party or generally known to the public prior to its disclosure hereunder; (ii) subsequently becomes a matter of known to the public knowledge, by some means other than through the action or inaction a breach of the party to be bound, or is already in the possession of the receiving party, or is this Agreement; (iii)is subsequently disclosed to the receiving party by a third party THIRD PARTY having the a lawful right to do somake such disclosure; (iv) is required by law or bona fide legal process to be disclosed, provided that the party required to make the disclosure takes all reasonable steps to restrict and maintain confidentiality of such disclosure and provides reasonable notice to the party providing the information and/or materials; (v) is approved for release by the parties, or (vi) is subsequently and independently developed by employees or agents of the receiving either party or Affiliates thereof who had no knowledge of the confidential information disclosed.their respective parent corporation or their 6.4 Subject to Section 6.3, nothing herein (a) Nothing in Paragraph 12.2 shall be construed as preventing either party from disclosing any confidential information received from the other to an Affiliate AFFILIATE or Sublicensee to a licensee, distributor or joint venture or other associated company of such partyeither party for the purpose of developing or commercializing SB PRODUCT, TAKEDA PRODUCT, CORIGHTS PRODUCT or HGS PRODUCT as permitted by this Agreement, provided that disclosure is required for use of the Technology in the Field and such Affiliate AFFILIATE, licensee, distributor or Sublicensee joint venture or other associated company has undertaken a similar obligation of confidentiality under this Agreement and non-use with respect to the confidential information. 6.5 All confidential information disclosed by one party to the other shall remain the intellectual property of the disclosing party. (b) In the event that SB intends to transfer or disclose HGS SPECIAL TECHNOLOGY or SB TECHNOLOGY to a court THIRD PARTY collaborator that is a not-for-profit entity (and/or an investigator working for a not-for-profit entity) no such transfer or other legal disclosure shall take place until such THIRD PARTY enters into an agreement with SB by which SB is granted a license to all inventions and patent rights based thereon which result from the use of such technology. To the extent any such invention would be HGS TECHNOLOGY or administrative tribunalSB TECHNOLOGY if invented or discovered by SB and/or HGS, directly then such invention shall be HGS TECHNOLOGY or through an appointed master, trustee or receiver, assumes partial or complete control over SB TECHNOLOGY as the assets case may be subject to the terms and conditions of a party this Agreement. HGS agrees that SB may enter into agreements pursuant to this Paragraph using an Agreement based on substantially in the insolvency form of MTAs used by SB and/or HGS under the COLLABORATION AGREEMENT. (c) Either party may disclose HGS TECHNOLOGY and SB TECHNOLOGY to a THIRD PARTY contractors or bankruptcy of such party, the bankrupt collaborators to facilitate or insolvent party shall promptly notify the court or other tribunal (i) that confidential information received from the other party carry out research activities under this Agreement remains provided that such THIRD PARTIES enter into an agreement with such party which contains confidentiality provisions substantially the property same as those set forth herein and which provides that all rights in inventions and which result from the use of such technology by the other party and (ii) of THIRD PARTY shall be owned by HGS or SB or exclusively licensed to HGS or SB as the confidentiality obligations under this Agreementcase may be with a right to grant licenses. In additionTo the extent any such invention or discovery would be HGS TECHNOLOGY or SB TECHNOLOGY if invented or discovered by SB and/or HGS, then such invention or discovery shall be HGS TECHNOLOGY or SB TECHNOLOGY as the bankrupt or insolvent party shall, case may be subject to the extent permitted by law, take all steps necessary or desirable to maintain the confidentiality of the other party's confidential information terms and to insure that the court, other tribunal or appointee maintains such information in confidence in accordance with the terms conditions of this Agreement. 6.6 No public announcement or other disclosure to third parties concerning the existence of or terms of this Agreement shall be made, either directly or indirectly, by any party to this Agreement, except as may be legally required or as may be required for recording purposes, without first obtaining the approval of the other party and agreement upon the nature and text of such announcement or disclosure, unless the disclosure does not identify the other party. The party desiring to make any such public announcement or other disclosure shall inform the other party of the proposed announcement or disclosure in reasonably sufficient time prior to public release, and shall provide the other party with a written copy thereof, in order to allow such other party to comment upon such announcement or disclosure. If either party believes it needs to disclose any information to a third party for the purpose of public offering, merger or acquisition, it shall submit a request for approval from the other party along with the information it desires to disclose which approval will not unreasonably be withheld. 6.7 Neither SBCL nor HDI shall submit for written or oral publication any manuscript, abstract or the like which includes proprietary and confidential data or information generated and provided by the other party without first obtaining the prior written consent of the other party, which consent shall not be unreasonably withheld. The contribution of each party shall be noted in all publications or presentations by acknowledgment or co-authorship, whichever is appropriate.

EXCHANGE OF INFORMATION AND CONFIDENTIALITY. 6.1 Promptly after payment of both installments All information and data that is exchanged under this Agreement and dedicated Implementing Arrangements shall be used exclusively for the purposes of the License Fee Agreement and dedicated Implementing Arrangements, unless agreed otherwise in writing. Confidential information shall be treated in accordance with the following provisions: Each Party undertakes to protect any information marked as confidential (hereinafter referred to as “Confidential Information”) by SBCL to HDI, HDI shall disclose and supply to SBCL all Know-how required for performing the Services not already disclosed to SBCL during other Party obtained in any way within the negotiations process of cooperation under this Agreement. Thereafter, HDI The providing Party shall promptly disclose clearly ▇▇▇▇ those with the notice “Confidential”. Any confidential information and supply data disclosed orally shall be as soon as possible reduced in writing and transmitted to SBCL any further Know-how required for performing the Services developed for SBCL receiving Party; Any Confidential Information disclosed by HDI which is or may become known to HDI. 6.2 During the term of this Agreement, each party shall promptly inform the other party of any information that it obtains or develops regarding the utility and safety of the Technology in the Field. Each party promptly shall report one Party to the other any information on all serious or unexpected reactions or side effects related to the utilization of the Technology in the Field. 6.3 Except for documents labeled "Technology Secret" and their content which SBCL may not disclose to third parties except upon order of a judicial or administrative body during the term of this Agreement and for five (5) years thereafter, irrespective of any termination earlier than the expiration of the term of this Agreement, HDI, Hyseq Inc. ("HI") and SBCL shall not use or reveal or disclose to third parties any confidential information received from the other party or otherwise developed by either party in the performance of activities in furtherance of this Agreement, which information is identified by either party as confidential, without first obtaining the written consent of the other party; provided, however, that such confidential information may be disclosed for securing essential or desirable authorizations, privileges or rights from governmental agencies, or as required to be disclosed to a governmental agency or as necessary to file or prosecute Patent applications concerning the Technology or to carry out any litigation concerning the Technology; provided, however, that SBCL will consult with HDI prior to such disclosure. HDI, HI and SBCL shall take reasonable measures to assure that no unauthorized use or disclosure is made by others to whom access to such information is granted. This confidentiality obligation shall not apply to such information which is or becomes a matter of public knowledge, other than through the action or inaction of the party to be bound, or is already in the possession of the receiving party, or is disclosed to the receiving party by a third party having the right to do so, or is subsequently and independently developed by employees of the receiving party or Affiliates thereof who had no knowledge of the confidential information disclosed. 6.4 Subject to Section 6.3, nothing herein shall be construed as preventing either party from disclosing any confidential information received from the other to an Affiliate or Sublicensee of such party, provided that disclosure is required for use of the Technology in the Field and such Affiliate or Sublicensee has undertaken a similar obligation of confidentiality under this Agreement with respect to the confidential information. 6.5 All confidential information disclosed by one party to the other shall remain the intellectual property of the disclosing party. In the event that a court or other legal or administrative tribunal, directly or through an appointed master, trustee or receiver, assumes partial or complete control over the assets of a party to this Agreement based on the insolvency or bankruptcy of such party, the bankrupt or insolvent party shall promptly notify the court or other tribunal (i) that confidential information received from the other party under this Agreement remains the property of the other party and (ii) disclosing Party. The receiving Party shall, at the request of the confidentiality disclosing Party, either return any Confidential Information to the disclosing Party along with any copies and/or derivatives made, or certify in writing that all such Confidential Information has been destroyed; The Parties will take necessary steps to ensure that the aforementioned obligations are respected by their personnel as well as by third parties and their employees who might work on activities in pursuance of this Agreement and dedicated Implementing Arrangements. The obligations set forth in paragraph 2. above do not apply to the following information and data which are proved: to have come into the public domain prior to or after the disclosure of the Confidential Information under this the present Agreement without breach of the present Agreement; to be already known by the receiving Party prior the disclosure; to be independently developed in good faith by the receiving Party; not to be marked as confidential by the disclosing Party; to be disclosed to comply with the law or legal process to which the receiving Party is subject. In additionthis case, the bankrupt or insolvent party shall, Party who is required to reveal the extent permitted by law, take all steps necessary or desirable to maintain information as described above must inform the confidentiality of the other party's Party whose confidential information and to insure that is affected immediately in writing. From the court, other tribunal date of expiration or appointee maintains such information in confidence in accordance with the terms termination of this Agreement, obligations stated in this Article remain in force during a period of five (5) years. This period applies to Implementing Arrangements unless otherwise stipulated in the said Arrangements. 6.6 No public announcement or other disclosure to third parties concerning the existence of or terms of this Agreement shall be made, either directly or indirectly, by any party to this Agreement, except as may be legally required or as may be required for recording purposes, without first obtaining the approval of the other party and agreement upon the nature and text of such announcement or disclosure, unless the disclosure does not identify the other party. The party desiring to make any such public announcement or other disclosure shall inform the other party of the proposed announcement or disclosure in reasonably sufficient time prior to public release, and shall provide the other party with a written copy thereof, in order to allow such other party to comment upon such announcement or disclosure. If either party believes it needs to disclose any information to a third party for the purpose of public offering, merger or acquisition, it shall submit a request for approval from the other party along with the information it desires to disclose which approval will not unreasonably be withheld. 6.7 Neither SBCL nor HDI shall submit for written or oral publication any manuscript, abstract or the like which includes proprietary and confidential data or information generated and provided by the other party without first obtaining the prior written consent of the other party, which consent shall not be unreasonably withheld. The contribution of each party shall be noted in all publications or presentations by acknowledgment or co-authorship, whichever is appropriate.

EXCHANGE OF INFORMATION AND CONFIDENTIALITY. 6.1 Promptly after payment 7.1 This Agreement contemplates the exchange of both installments certain confidential and proprietary information in the FIELD (the "Confidential Information") by one party (the "Disclosing Party") to the other party (the "Receiving Party") during the term of Agreement and the development of certain confidential and proprietary information in the FIELD in the course of the License Fee collaboration by SBCL the parties hereunder (the "Research Information") (the Confidential Information and the Research Information are collectively referred to HDIhereinafter as the "Information"). With respect to the Confidential Information of the Disclosing Party, HDI shall disclose the Receiving Party, and supply with respect to SBCL all Know-how required the Research Information, each party, shall: 7.1.1 use the respective Information only for the purpose of performing its duties or exercising its rights subject to the Services not already disclosed to SBCL during the negotiations terms and conditions of this Agreement. Thereafter; 7.1.2 safeguard the respective Information against disclosure to others with the same degree of care as it exercises with its own data of a similar nature; and 7.1.3 not disclose the respective Information to others (except to its employees, HDI shall promptly disclose agents, consultants, sublicensees, distributors or investors and supply potential investors who are bound to SBCL any further Know-how required for performing the Services developed for SBCL Receiving Party by HDI which is or may become known to HDIa like obligation of confidentiality and restriction on use) without the express written consent of the other party. 6.2 During 7.2 The obligations of Section 7.1 shall not apply to that Confidential Information of the term Disclosing Party which: 7.2.1 the Receiving Party can demonstrate by written records was previously know to it; 7.2.2 is now, or in the future becomes, public knowledge other than through the acts or omissions of the Receiving Party; 7.2.3 is lawfully obtained by the Receiving Party from sources independent of the Disclosing Party; 7.2.4 the Receiving Party can demonstrate was independently developed by employees of the Receiving Party having no knowledge of such Confidential Information; or 7.2.5 the Receiving Party is required to disclose by law or pursuant to the direction of a court or government agency; 7.2.6 the Receiving Party is required to disclose to bankers and other business associates if such persons have agreed in writing to keep the information confidential to the same extent that the Receiving Party required under this Agreement to keep such information confidential. 7.3 Nothing contained herein is intended to prevent either party from using the Research Information to obtain necessary or appropriate regulatory approvals for products developed hereunder. 7.4 The furnishing of the Confidential Information of the Disclosing Party to the Receiving Party shall not constitute any grant or license to the Receiving Party under any legal rights now or hereinafter held by the Disclosing Party. 7.5 The obligations of this Agreement, each party Article shall promptly inform the other party of any information that it obtains or develops regarding the utility and safety of the Technology remain in the Field. Each party promptly shall report to the other any information on all serious or unexpected reactions or side effects related to the utilization of the Technology in the Field. 6.3 Except for documents labeled "Technology Secret" and their content which SBCL may not disclose to third parties except upon order of a judicial or administrative body effect during the term of this Agreement and for the five (5) years thereafter, irrespective of any termination earlier than the expiration of the term of this Agreement, HDI, Hyseq Inc. ("HI") and SBCL shall not use or reveal or disclose to third parties any confidential information received from the other party or otherwise developed by either party in the performance of activities in furtherance of this Agreement, which information is identified by either party as confidential, without first obtaining the written consent of the other party; provided, however, that such confidential information may be disclosed for securing essential or desirable authorizations, privileges or rights from governmental agencies, or as required to be disclosed to a governmental agency or as necessary to file or prosecute Patent applications concerning the Technology or to carry out any litigation concerning the Technology; provided, however, that SBCL will consult with HDI prior to such disclosure. HDI, HI and SBCL shall take reasonable measures to assure that no unauthorized use or disclosure is made by others to whom access to such information is granted. This confidentiality obligation shall not apply to such information which is or becomes a matter of public knowledge, other than through the action or inaction of the party to be bound, or is already in the possession of the receiving party, or is disclosed to the receiving party by a third party having the right to do so, or is subsequently and independently developed by employees of the receiving party or Affiliates thereof who had no knowledge of the confidential information disclosed. 6.4 Subject to Section 6.3, nothing herein shall be construed as preventing either party from disclosing any confidential information received from the other to an Affiliate or Sublicensee of such party, provided that disclosure is required for use of the Technology in the Field and such Affiliate or Sublicensee has undertaken a similar obligation of confidentiality under this Agreement with respect to the confidential information. 6.5 All confidential information disclosed by one party to the other shall remain the intellectual property of the disclosing party. In the event that a court or other legal or administrative tribunal, directly or through an appointed master, trustee or receiver, assumes partial or complete control over the assets of a party to this Agreement based year period beginning on the insolvency or bankruptcy of such party, the bankrupt or insolvent party shall promptly notify the court or other tribunal (i) that confidential information received from the other party under this Agreement remains the property of the other party and (ii) of the confidentiality obligations under this Agreement. In addition, the bankrupt or insolvent party shall, to the extent permitted by law, take all steps necessary or desirable to maintain the confidentiality of the other party's confidential information and to insure that the court, other tribunal or appointee maintains such information in confidence in accordance with the terms termination date of this Agreement. 6.6 No public announcement or other disclosure to third parties concerning the existence of or terms of this Agreement shall be made, either directly or indirectly, by any 7.6 Neither party to this Agreement, except as may be legally required or as may be required for recording purposes, without first obtaining the approval of the other party and agreement upon the nature and text of such announcement or disclosure, unless the disclosure does not identify the other party. The party desiring to make any such public announcement or other disclosure shall inform the other party of the proposed announcement or disclosure in reasonably sufficient time prior to public release, and shall provide the other party with a written copy thereof, in order to allow such other party to comment upon such announcement or disclosure. If either party believes it needs to disclose any information to a third party for the purpose of public offering, merger or acquisition, it shall submit a request for approval from the other party along with the information it desires to disclose which approval will not unreasonably be withheld. 6.7 Neither SBCL nor HDI shall submit for written or oral publication any manuscript, abstract or the like which includes proprietary and confidential Information, including without limitation any data or other information generated and provided by the other party relating to ACTIVE COMPOUND or DISCOVERY without first obtaining the prior written consent of the other party, which consent shall not be unreasonably withheld. The contribution of each party shall be noted in all publications or presentations by acknowledgment or co-co- authorship, whichever is appropriate.

EXCHANGE OF INFORMATION AND CONFIDENTIALITY. 6.1 Promptly after payment of both installments of the License Fee by SBCL to HDI, HDI shall disclose and supply to SBCL all Know-how required for performing the Services not already disclosed to SBCL during the negotiations of this Agreement. Thereafter, HDI shall promptly disclose and supply to SBCL any further Know-how required for performing the Services developed for SBCL by HDI which is or may become known to HDI. 6.2 7.1 During the term of this AgreementAGREEMENT, each party SB shall promptly inform the other party of any information that it obtains disclose to IDEC and/or supply IDEC with SB KNOW-HOW and THIRD PARTY KNOW-HOW which SB owns or develops regarding the utility and safety controls as of the Technology EFFECTIVE DATE; provided SB shall not be under any obligation to disclose any SB proprietary manufacturing or formulation information for the making, use or sale of COMPOUND except as otherwise provided in the Field. Each party promptly shall report to the other any information on all serious or unexpected reactions or side effects related to the utilization of the Technology in the Fieldthis AGREEMENT. 6.3 Except for documents labeled "Technology Secret" and their content which SBCL may not disclose to third parties except upon order of a judicial or administrative body 7.2 Neither party, during the term of this Agreement AGREEMENT and for a period of five (5) years thereafter, irrespective after the date of any termination earlier than the expiration of the term of this AgreementAGREEMENT, HDI, Hyseq Inc. ("HI") and SBCL shall not use disclose or reveal or disclose to third parties THIRD PARTIES any confidential information received from the other party or otherwise developed by either party in the performance of activities in furtherance of this Agreement, AGREEMENT or the Original Agreement which information is identified by either party as confidential, without first obtaining the written consent of the other party; provided, however, that such confidential information may be disclosed for securing essential or desirable authorizations, privileges or rights from governmental agencies, or as required to be disclosed relates substantially to a governmental agency or as necessary to file or prosecute Patent applications concerning the Technology or to carry out any litigation concerning the Technology; provided, however, that SBCL will consult with HDI prior to such disclosure. HDI, HI and SBCL shall take reasonable measures to assure that no unauthorized use or disclosure is made by others to whom access to such information is grantedCOMPOUND. This confidentiality obligation shall not apply to such information which is or becomes a matter of public knowledge, other than through the action or inaction of the party to be bound, came or is already in comes into the possession of the receiving partyparty independently of this AGREEMENT, or is disclosed to the receiving party by a third party THIRD PARTY having the right to do so, or is subsequently and independently developed by employees of the receiving party or Affiliates AFFILIATES thereof who had no knowledge of the confidential information disclosed. 6.4 Subject . The parties shall take reasonable measures to Section 6.3ensure that no unauthorized use or disclosure is made by others to whom access to such information is granted. Notwithstanding the foregoing, nothing herein IDEC shall be construed as preventing either party from disclosing entitled to use, reveal and disclose with and to THIRD PARTIES any confidential information received from the other SB which relates to an Affiliate or Sublicensee of such party, provided that disclosure is required for use of the Technology in the Field and such Affiliate or Sublicensee has undertaken a similar obligation of confidentiality under this Agreement with respect COMPOUND whether received pursuant to the confidential informationAGREEMENT or the Original Agreement without first obtaining the written consent of SB. 6.5 All confidential information disclosed by one party to the other shall remain the intellectual property of the disclosing party. In the event that a court or other legal or administrative tribunal, directly or through an appointed master, trustee or receiver, assumes partial or complete control over the assets of a party to this Agreement based on the insolvency or bankruptcy of such party, the bankrupt or insolvent party shall promptly notify the court or other tribunal (i) that confidential information received from the other party under this Agreement remains the property of the other party and (ii) of the confidentiality obligations under this Agreement. In addition, the bankrupt or insolvent party shall, to the extent permitted by law, take all steps necessary or desirable to maintain the confidentiality of the other party's confidential information and to insure that the court, other tribunal or appointee maintains such information in confidence in accordance with the terms of this Agreement. 6.6 7.3 No public announcement or other disclosure to third parties THIRD PARTIES concerning the existence of or terms of this Agreement AGREEMENT shall be made, either directly or indirectly, by any either party to this AgreementAGREEMENT, except as may be legally required or as may be required for recording purposes, without first obtaining the written approval of the other party and agreement AGREEMENT upon the nature and text of such announcement or disclosure, unless the disclosure does ; provided that such approval shall not identify the other partybe unreasonably withheld. The party desiring to make any such public announcement or other disclosure shall use reasonable efforts to inform the other party of the proposed announcement or disclosure in reasonably sufficient time prior to public release, and shall use reasonable efforts to provide the other party with a written copy thereof, in order to allow such other party to comment upon such announcement or disclosure. If either party believes . 7.4 Nothing in this AGREEMENT shall be construed as preventing or in any way inhibiting IDEC or SB from complying with statutory and regulatory requirements governing the manufacture, use and sale or other distribution of COMPOUND in any country in the world in any manner it needs reasonably deems appropriate, including, for example, by disclosing to disclose any regulatory authorities confidential or other information to a third party for the purpose of public offering, merger or acquisition, it shall submit a request for approval received from the other party along with the information it desires to disclose which approval will not unreasonably be withheldor THIRD PARTIES. 6.7 Neither SBCL nor HDI shall submit for written or oral publication any manuscript, abstract or the like which includes proprietary and confidential data or information generated and provided by the other party without first obtaining the prior written consent of the other party, which consent shall not be unreasonably withheld. The contribution of each party shall be noted in all publications or presentations by acknowledgment or co-authorship, whichever is appropriate.

EXCHANGE OF INFORMATION AND CONFIDENTIALITY. 6.1 Promptly after payment of both installments of 10.1 Upon the License Fee by SBCL to HDI, HDI shall disclose and supply to SBCL all Know-how required for performing the Services not already disclosed to SBCL during the negotiations signing of this Agreement. Thereafter, HDI HMR shall promptly disclose and supply deliver to SBCL any further Matrix all available Know-how required for performing the Services developed for SBCL by HDI How through documentation, consultation, and face-to-face meetings, which is owned or controlled by it and its Affiliates, and which may become known be reasonably expected to HDI. 6.2 During assist Matrix in developing, registering, and manufacturing Compound and Product in the Territory ("HMR Information"). After the execution of this Agreement, there shall be a three (3) months transition during which HMR shall provide, reasonable resources, expertise, Know-How and documents to effectively transfer the Development activity to Matrix with the limitations as described in this Agreement. At the end of such three (3) month period, the parties shall discuss in good faith whether the information and technology transfer process has been satisfactorily completed. In the event that Matrix feels it has not appropriately received such information or related assistance, then the parties shall in good faith determine an alternative procedure to properly complete such transition process, and the Parties shall implement such procedure during the three (3) months immediately following such determination. Thereafter and for the remaining term of this Agreement, each party HMR shall promptly inform be obligated to provide only such assistance to Matrix which is limited to material historical information and technology. 10.2 Within ten (10) days after the other party of any information that it obtains or develops regarding the utility and safety date of the Technology in receipt of written notification, HMR shall transfer the FieldU.S. IND, including without limitation, the drug master file ("DMF"), for Compound or Product to Matrix. Each party promptly Until such transfer is made, Matrix shall report have the right to the other any information on all serious make reference to such Compound or unexpected reactions Product owned or side effects related to the utilization of the Technology in the Fieldcontrolled by HMR or its Affiliate. 6.3 Except for documents labeled "Technology Secret" and their content which SBCL 10.3 HMR may not disclose to third parties except upon order of a judicial or administrative body not, during the term of this Agreement and for five (5) years thereafter, irrespective a period of any [*] after the date of termination earlier than the expiration of the term of this Agreement, HDI, Hyseq Inc. ("HI") and SBCL shall not use disclose or reveal or disclose to third parties Third Parties any confidential information received from the other party Matrix or otherwise developed by either party Matrix in the performance of activities in furtherance of this Agreement, Agreement which information is identified by either party as confidential, without first obtaining the written consent of the other party; provided, however, that such confidential information may be disclosed for securing essential or desirable authorizations, privileges or rights from governmental agencies, or as required to be disclosed relates substantially to a governmental agency Compound or as necessary Product that Matrix has in Development or is commercializing, except in the event that rights granted under this Agreement shall revert to file or prosecute Patent applications concerning HMR pursuant to Section 9.5 and solely for the Technology or to carry out any litigation concerning the Technology; provided, however, that SBCL will consult with HDI prior purpose of finding a licensee to such disclosure. HDI, HI and SBCL shall take reasonable measures to assure that no unauthorized use or disclosure is made by others to whom access to such information is grantedreverted rights. This confidentiality obligation shall not apply to such information which is or becomes a matter of public knowledge, other than through the action or inaction of the party to be bound, came or is already in comes into the possession of the receiving partyHMR independently of this Agreement (unless otherwise disclosed confidentially at any time by Matrix to HMR), or is disclosed to the receiving party HMR by a third party Third Party having the right to do so, or is subsequently and independently developed by employees of the receiving party HMR or Affiliates thereof who had no knowledge of the confidential information disclosed. The Parties shall take reasonable measures to ensure that no unauthorized use or disclosure is made by others to whom access to such information is granted. 6.4 Subject 10.4 Matrix may not, upon the termination of this Agreement and for a period of [*] after the date of termination of this Agreement, disclose or reveal to Section 6.3Third Parties any confidential information received from HMR or otherwise developed by HMR in the performance of activities in furtherance of this Agreement which relates to a Compound or Product that HMR has in Development or is commercializing. Matrix shall bind any Sublicensee to the same terms of confidentiality relating to the Compound or Product. This confidentiality obligation shall not apply to such information which is or becomes a matter of public knowledge, nothing * Indicates that material has been omitted and confidential treatment has been requested therefore. All such omitted material has been filed separately with the Commissioner pursuant to Rule 24b-2. or came or comes into the possession of Matrix independently of this Agreement (unless otherwise disclosed confidentially at any time by HMR to Matrix), or is disclosed to Matrix by a Third Party having the right to do so, or is subsequently and independently developed by employees of Matrix or Affiliates thereof who had no knowledge of the confidential information disclosed. The Parties shall take reasonable measures to ensure that no unauthorized use or disclosure is made by others to whom access to such information is granted. 10.5 Nothing herein shall be construed as preventing either party from disclosing any confidential information received from the other party to an Affiliate or Sublicensee of such the receiving party, provided that disclosure is required for use of the Technology in the Field and such Affiliate or Sublicensee has undertaken a similar obligation of confidentiality under this Agreement with respect to the confidential information. 6.5 10.6 Nothing herein shall be construed as preventing Matrix or HMR from disclosing information received from the disclosing Party for the purposes of investigating, developing, manufacturing, or marketing Compound or Product or for securing essential or desirable authorizations, privileges or rights from governmental agencies, or as is required to be disclosed to a governmental agency or as is necessary to file or prosecute patent applications concerning Compound or Product or to carry out any litigation concerning Compound or Product. 10.7 All confidential information disclosed by one party to the other shall remain the intellectual property of the disclosing party. In the event that a court or other legal or administrative tribunal, directly or through an appointed master, trustee or receiver, assumes partial or complete control over the assets of a party to this Agreement based on the insolvency or bankruptcy of such party, the bankrupt or insolvent party shall promptly notify the court or other tribunal (i) that confidential information received from the other party under this Agreement remains the property of the other party and (ii) of the confidentiality obligations under this Agreement. In addition, the bankrupt or insolvent party shall, to the extent permitted by law, take all steps necessary or desirable to maintain the confidentiality of the other party's confidential information and to insure that the court, other tribunal or appointee maintains such information in confidence in accordance with the terms of this Agreement. 6.6 10.8 No public announcement or other disclosure to third parties Third Parties concerning the existence of or terms of this Agreement shall be made, either directly or indirectly, by any either party to this Agreement, except as may be legally required or as may be required for recording purposes, without first obtaining the written approval of the other party and agreement upon the nature and text of such announcement or disclosure, unless the disclosure does provided that such approval shall not identify the other partybe unreasonably withheld. The party desiring to make any such public announcement or other disclosure shall use reasonable efforts to inform the other party of the proposed announcement or disclosure in reasonably sufficient time prior to public release, and shall use reasonable efforts to provide the other party with a written copy thereof, in order to allow such other party to comment upon such announcement or disclosure. If either party believes it needs to disclose any information to a third party for the purpose of public offering, merger or acquisition, it shall submit a request for approval from the other party along with the information it desires to disclose which approval will not unreasonably be withheld. 6.7 Neither SBCL nor HDI 10.9 HMR shall not submit for written or oral publication any manuscript, abstract or the like which includes proprietary and confidential data or other information generated and or provided by either party in the other party course of, or otherwise as a result of Development or otherwise related to Compound or Product, without first obtaining the prior written consent of the other party, which consent shall not be unreasonably withheldMatrix. The contribution of each party shall be noted in all publications or presentations by acknowledgment or co-authorshipcoauthorship, whichever is appropriate. 10.10 Nothing in this Agreement shall be construed as preventing or in any way inhibiting either party from complying with statutory and regulatory requirements governing the manufacture, use and sale or other distribution of Compound or Product in the Territory in any manner it reasonably deems appropriate, including, for example, by disclosing to regulatory authorities confidential or other information received from each other or Third Parties.

EXCHANGE OF INFORMATION AND CONFIDENTIALITY. 6.1 Promptly after payment 8.1 Subject to the terms of both installments of this Section 8, each Party shall hold the License Fee by SBCL to HDI, HDI shall disclose and supply to SBCL all Know-how required for performing the Services not already Confidential Information disclosed to SBCL during it under or in connection with this Agreement in strict confidence, and shall not use such Confidential Information for any other purpose than the negotiations performance of this Agreement. Thereafter, HDI shall promptly disclose and supply to SBCL any further Know-how required for performing the Services developed for SBCL by HDI which is or may become known to HDI. 6.2 During 8.2 The Party that releases, exchanges, or discloses Confidential Information (the term of this Agreement“Disclosing Party”) shall use reasonable efforts to mark such Confidential Information as “Confidential.” In the event that Confidential Information is disclosed and not so marked, each party shall promptly inform the other party of any receiving Party agrees to treat such information as confidential to the extent that it obtains or develops regarding a reasonable person would consider such information to be confidential given the utility content and safety circumstances of the Technology in the Field. Each party promptly shall report to the other any information on all serious or unexpected reactions or side effects related to the utilization of the Technology in the Fielddisclosure. 6.3 Except for documents labeled "Technology Secret" and their content which SBCL may not 8.3 Neither Party shall disclose to third parties except upon order of a judicial or administrative body during the term of this Agreement and for five (5) years thereafter, irrespective of any termination earlier than the expiration of the term of this Agreement, HDI, Hyseq Inc. ("HI") and SBCL shall not use or reveal or disclose to third parties any confidential information Confidential Information received from the other party Party under or in connection with this Agreement, or otherwise developed by either party any Party in the performance of activities in furtherance of this Agreement, which information except to: (a) such of its officers, employees, agents, representatives, Affiliates, advisors, consultants, and governing bodies to whom disclosure is identified necessary to exercise the Party’s rights or perform the Party’s obligations under this Agreement and who are bound by either party confidentiality and non-use obligations no less onerous than those contained in this Section 8; (b) the Funders, WHO, and/or any Third Party designated by WHO as confidential, without first obtaining the written consent an eligible recipient of the other party; providedmRNA technology platform under the Project, however, that where such confidential information may be disclosed for securing essential or desirable authorizations, privileges or rights from governmental agencies, or as required to be disclosed to a governmental agency or as disclosure (i) is necessary to file fulfil its obligations under this Agreement or prosecute Patent applications concerning (ii) in the Technology or case of MPP only, is for the purposes of fulfilling its mission to carry out facilitate the development and equitable access of mRNA technologies in the Territory; and (c) any litigation concerning other Third Party agreed to in writing by the Technology; providedParties. 8.4 The obligations in Sections 8.1, however, that SBCL will consult with HDI prior to such disclosure. HDI, HI 8.2 and SBCL shall take reasonable measures to assure that no unauthorized use or disclosure is made by others to whom access to such information is granted. This confidentiality obligation 8.3 shall not apply to the following as established by reasonable, written proof: (a) information which at the time of disclosure is in the public domain; or (b) information which, after its disclosure, becomes part of the public domain by publication or otherwise, except by breach of this Agreement; or (c) information that a Party can demonstrate was lawfully possessed by it prior to disclosure under or in connection with this Agreement; or (d) information that a Party receives from a Third Party which is not legally prohibited from disclosing such information; or (e) information a Party is required by law to disclose, provided that the other Party is promptly notified of any such requirement: or (f) information which is or becomes a matter of public knowledge, other than through the action or inaction of the party to be bound, or is already in the possession of the receiving party, or is disclosed to the receiving party by a third party having the right to do so, or is subsequently and independently developed by employees of the receiving party Party or its Affiliates thereof who had no knowledge of the confidential information disclosedDisclosing Party’s Confidential Information. 6.4 Subject 8.5 If a receiving Party becomes obligated by law to Section 6.3disclose Confidential Information received under or in connection with this Agreement, nothing herein or any portion thereof, to any Third Party, governmental authority or court, that Party shall immediately notify the Disclosing Party of each such requirement and identify the Confidential Information to be construed as preventing either party from disclosing any confidential information received from the disclosed so that such Disclosing Party may seek an appropriate protective order or other to an Affiliate or Sublicensee of such party, provided that disclosure is required for use of the Technology in the Field and such Affiliate or Sublicensee has undertaken a similar obligation of confidentiality under this Agreement remedy with respect to narrowing the confidential informationscope of such requirement and, to the extent necessary, waive the receiving Party’s compliance with the confidentiality obligations of this Agreement. 6.5 All confidential information disclosed by one party 8.6 The Parties acknowledge that disclosure of any Confidential Information in breach of this Agreement could give rise to irreparable injury to the non-breaching Party and that such injury will not be adequately compensated by damages. Accordingly, the non-breaching Party shall be entitled to the remedies of specific performance and injunctive relief or other equitable relief for any threatened or actual breach of this Section 8. Such relief shall be in addition to all other remedies available to the non-breaching Party at law or in equity. 8.7 All Confidential Information shall remain the intellectual property of the disclosing partyDisclosing Party. In the event that a court or other legal or administrative tribunaltribunal of competent jurisdiction, directly or through an appointed master, trustee or receiver, assumes partial or complete control over the assets of a party Party to this Agreement Agreement, based on the insolvency or bankruptcy of such partyParty (or based on any other analogous or similar status of that Party under foreign laws), the bankrupt or insolvent party Party shall promptly notify the court or other tribunal tribunal: (ia) that confidential information received from the other party under this Agreement Confidential Information remains the property of the other party and Disclosing Party; and (iib) of the confidentiality obligations under this Agreement. In addition, the bankrupt or insolvent party shall, to the extent permitted by law, take all steps necessary or desirable to maintain the confidentiality of the other party's confidential information and to insure that the court, other tribunal or appointee maintains such information in confidence in accordance with the terms of this Agreement. 6.6 No public announcement or other disclosure to third parties concerning the existence of or terms of this Agreement shall be made, either directly or indirectly, by any party to this Agreement, except as may be legally required or as may be required for recording purposes, without first obtaining the approval of the other party and agreement upon the nature and text of such announcement or disclosure, unless the disclosure does not identify the other party. The party desiring to make any such public announcement or other disclosure shall inform the other party of the proposed announcement or disclosure in reasonably sufficient time prior to public release, and shall provide the other party with a written copy thereof, in order to allow such other party to comment upon such announcement or disclosure. If either party believes it needs to disclose any information to a third party for the purpose of public offering, merger or acquisition, it shall submit a request for approval from the other party along with the information it desires to disclose which approval will not unreasonably be withheld. 6.7 Neither SBCL nor HDI shall submit for written or oral publication any manuscript, abstract or the like which includes proprietary and confidential data or information generated and provided by the other party without first obtaining the prior written consent of the other party, which consent shall not be unreasonably withheld. The contribution of each party shall be noted in all publications or presentations by acknowledgment or co-authorship, whichever is appropriate.

EXCHANGE OF INFORMATION AND CONFIDENTIALITY. 6.1 Promptly after payment of both installments of 10.1 Upon the License Fee by SBCL to HDI, HDI shall disclose and supply to SBCL all Know-how required for performing the Services not already disclosed to SBCL during the negotiations signing of this Agreement. Thereafter, HDI HMR shall promptly disclose and supply deliver to SBCL any further Matrix all available Know-how required for performing the Services developed for SBCL by HDI How through documentation, consultation, and face-to-face meetings, which is owned or controlled by it and its Affiliates, and which may become known be reasonably expected to HDI. 6.2 During assist Matrix in developing, registering, and manufacturing Compound and Product in the Territory ("HMR Information"). After the execution of this Agreement, there shall be a three (3) months transition during which HMR shall provide, reasonable resources, expertise, Know-How and documents to effectively transfer the Development activity to Matrix with the limitations as described in this Agreement. At the end of such three (3) month period, the parties shall discuss in good faith whether the information and technology transfer process has been satisfactorily completed. In the event that Matrix feels it has not appropriately received such information or related assistance, then the parties shall in good faith determine an alternative procedure to properly complete such transition process, and the Parties shall implement such procedure during the three (3) months immediately following such determination. Thereafter and for the remaining term of this Agreement, each party HMR shall promptly inform be obligated to provide only such assistance to Matrix which is limited to material historical information and technology. 10.2 Within ten (10) days after the other party of any information that it obtains or develops regarding the utility and safety date of the Technology in receipt of written notification, HMR shall transfer the FieldU.S. IND, including without limitation, the drug master file ("DMF"), for Compound or Product to Matrix. Each party promptly Until such transfer is made, Matrix shall report have the right to the other any information on all serious make reference to such Compound or unexpected reactions Product owned or side effects related to the utilization of the Technology in the Fieldcontrolled by HMR or its Affiliate. 6.3 Except for documents labeled "Technology Secret" and their content which SBCL 10.3 HMR may not disclose to third parties except upon order of a judicial or administrative body not, during the term of this Agreement and for five (5) years thereafter, irrespective a period of any [*] after the date of termination earlier than the expiration of the term of this Agreement, HDI, Hyseq Inc. ("HI") and SBCL shall not use disclose or reveal or disclose to third parties Third Parties any confidential information received from the other party Matrix or otherwise developed by either party Matrix in the performance of activities in furtherance of this Agreement, Agreement which information is identified by either party as confidential, without first obtaining the written consent of the other party; provided, however, that such confidential information may be disclosed for securing essential or desirable authorizations, privileges or rights from governmental agencies, or as required to be disclosed relates substantially to a governmental agency Compound or as necessary Product that Matrix has in Development or is commercializing, except in the event that rights granted under this Agreement shall revert to file or prosecute Patent applications concerning HMR pursuant to Section 9.5 and solely for the Technology or to carry out any litigation concerning the Technology; provided, however, that SBCL will consult with HDI prior purpose of finding a licensee to such disclosure. HDI, HI and SBCL shall take reasonable measures to assure that no unauthorized use or disclosure is made by others to whom access to such information is grantedreverted rights. This confidentiality obligation shall not apply to such information which is or becomes a matter of public knowledge, other than through the action or inaction of the party to be bound, came or is already in comes into the possession of the receiving partyHMR independently of this Agreement (unless otherwise disclosed confidentially at any time by Matrix to HMR), or is disclosed to the receiving party HMR by a third party Third Party having the right to do so, or is subsequently and independently developed by employees of the receiving party HMR or Affiliates thereof who had no knowledge of the confidential information disclosed. The Parties shall take reasonable measures to ensure that no unauthorized use or disclosure is made by others to whom access to such information is granted. 6.4 Subject 10.4 Matrix may not, upon the termination of this Agreement and for a period of [*] after the date of termination of this Agreement, disclose or reveal to Section 6.3Third Parties any confidential information received from HMR or otherwise developed by HMR in the performance of activities in furtherance of this Agreement which relates to a Compound or Product that HMR has in Development or is commercializing. Matrix shall bind any Sublicensee to the same terms of confidentiality relating to the Compound or Product. This confidentiality obligation shall not apply to such information which is or becomes a matter of public knowledge, nothing or came or comes into the possession of Matrix independently of this Agreement (unless otherwise disclosed confidentially at any time by HMR to Matrix), or is disclosed to Matrix by a Third Party having the right to do so, or is subsequently and independently developed by employees of Matrix or Affiliates thereof who had no knowledge of the confidential information disclosed. The Parties shall take reasonable measures to ensure that no unauthorized use or disclosure is made by others to whom access to such information is granted. 10.5 Nothing herein shall be construed as preventing either party from disclosing any confidential information received from the other party to an Affiliate or Sublicensee of such the receiving party, provided that disclosure is required for use of the Technology in the Field and such Affiliate or Sublicensee has undertaken a similar obligation of confidentiality under this Agreement with respect to the confidential information. 6.5 10.6 Nothing herein shall be construed as preventing Matrix or HMR from disclosing information received from the disclosing Party for the purposes of investigating, developing, manufacturing, or marketing Compound or Product or for securing essential or desirable authorizations, privileges or rights from governmental agencies, or as is required to be disclosed to a governmental agency or as is necessary to file or prosecute patent applications concerning Compound or Product or to carry out any litigation concerning Compound or Product. 10.7 All confidential information disclosed by one party to the other shall remain the intellectual property of the disclosing party. In the event that a court or other legal or administrative tribunal, directly or through an appointed master, trustee or receiver, assumes partial or complete control over the assets of a party to this Agreement based on the insolvency or bankruptcy of such party, the bankrupt or insolvent party shall promptly notify the court or other tribunal (i) that confidential information received from the other party under this Agreement remains the property of the other party and (ii) of the confidentiality obligations under this Agreement. In addition, the bankrupt or insolvent party shall, to the extent permitted by law, take all steps necessary or desirable to maintain the confidentiality of the other party's confidential information and to insure that the court, other tribunal or appointee maintains such information in confidence in accordance with the terms of this Agreement. 6.6 10.8 No public announcement or other disclosure to third parties Third Parties concerning the existence of or terms of this Agreement shall be made, either directly or indirectly, by any either party to this Agreement, except as may be legally required or as may be required for recording purposes, without first obtaining the written approval of the other party and agreement upon the nature and text of such announcement or disclosure, unless the disclosure does provided that such approval shall not identify the other partybe unreasonably withheld. The party desiring to make any such public announcement or other disclosure shall use reasonable efforts to inform the other party of the proposed announcement or disclosure in reasonably sufficient time prior to public release, and shall use reasonable efforts to provide the other party with a written copy thereof, in order to allow such other party to comment upon such announcement or disclosure. If either party believes it needs to disclose any information to a third party for the purpose of public offering, merger or acquisition, it shall submit a request for approval from the other party along with the information it desires to disclose which approval will not unreasonably be withheld. 6.7 Neither SBCL nor HDI 10.9 HMR shall not submit for written or oral publication any manuscript, abstract or the like which includes proprietary and confidential data or other information generated and or provided by either party in the other party course of, or otherwise as a result of Development or otherwise related to Compound or Product, without first obtaining the prior written consent of the other party, which consent shall not be unreasonably withheldMatrix. The contribution of each party shall be noted in all publications or presentations by acknowledgment or co-authorshipcoauthorship, whichever is appropriate. 10.10 Nothing in this Agreement shall be construed as preventing or in any way inhibiting either party from complying with statutory and regulatory requirements governing the manufacture, use and sale or other distribution of Compound or Product in the Territory in any manner it reasonably deems appropriate, including, for example, by disclosing to regulatory authorities confidential or other information received from each other or Third Parties.

EXCHANGE OF INFORMATION AND CONFIDENTIALITY. 6.1 Promptly after payment of both installments of the License Fee by SBCL to HDI, HDI shall disclose and supply to SBCL all Know-how required for performing the Services not already disclosed to SBCL during the negotiations of this Agreement. Thereafter, HDI shall promptly disclose and supply to SBCL any further Know-how required for performing the Services developed for SBCL by HDI which is or may become known to HDI. 6.2 6.01 During the term of this Agreement, each party LICENSOR shall promptly disclose to LICENSEE and/or supply LICENSEE with all KNOW-HOW. LICENSOR shall not be authorized to make any publication with respect to the KNOW-HOW nor disclose it to any THIRD PARTY provided that, LICENSOR shall, upon LICENSEE's prior consent in writing which consent shall not be unreasonably withheld, be authorized to publish the data from the Phase II clinical trial referred to in Paragraph 5.02 hereof and prior studies and, without consent, be authorized to disclose KNOW-HOW to its licensor as per the ▇▇▇▇▇▇ Agreement. 6.02 During the term of this Agreement, the parties shall promptly inform the each other party of any information that it a party obtains or develops regarding the utility and safety of the Technology in the Field. Each party VACCINE and shall promptly shall report to the other party any confirmed information on all of serious or unexpected reactions or side effects related to the utilization utilisation or medical administration of the Technology in the FieldVACCINE. 6.3 Except for documents labeled "Technology Secret" and their content which SBCL may not disclose to third parties except upon order of a judicial or administrative body during 6.03 During the term of this Agreement and for five seven (57) years thereafter, irrespective of any termination earlier than the expiration of the term of this Agreement, HDI, Hyseq Inc. ("HI") LICENSOR and SBCL LICENSEE shall not use or reveal or disclose to third parties THIRD PARTIES any confidential information received from the other party or otherwise developed by either party in the performance of activities in furtherance of this Agreement, which information is identified by either party as confidential, without first obtaining the written consent of the other party; provided, however, that such confidential information may be disclosed for securing essential or desirable authorizations, privileges or rights from governmental agencies, or as required to be disclosed to a governmental agency or as necessary to file or prosecute Patent applications concerning the Technology or to carry out any litigation concerning the Technology; provided, however, that SBCL will consult with HDI prior to such disclosure. HDI, HI and SBCL shall take reasonable measures to assure that no unauthorized use or disclosure is made by others to whom access to such information is granted. This confidentiality obligation shall not apply to such information which is or becomes a matter of public knowledge, other than through the action or inaction of the party to be bound, or is already in the possession of the receiving party, or is disclosed to the receiving party by a third party having the right to do so, or is subsequently and independently developed by employees of the receiving party or Affiliates thereof who had no knowledge of the confidential information disclosed. 6.4 Subject to Section 6.3, nothing herein shall be construed as preventing either party from disclosing any confidential information received from the other to an Affiliate or Sublicensee of such party, provided that disclosure is required for use of the Technology in the Field and such Affiliate or Sublicensee has undertaken a similar obligation of confidentiality under this Agreement with respect to the confidential information. 6.5 All confidential information disclosed by one party to the other shall remain the intellectual property of the disclosing party. In the event that a court or other legal or administrative tribunal, directly or through an appointed master, trustee or receiver, assumes partial or complete control over the assets of a party to this Agreement based on the insolvency or bankruptcy of such party, the bankrupt or insolvent party shall promptly notify the court or other tribunal (i) that confidential information received from the other party under this Agreement remains the property of the other party and (ii) of the confidentiality obligations under this Agreement. In addition, the bankrupt or insolvent party shall, to the extent permitted by law, take all steps necessary or desirable to maintain the confidentiality of the other party's confidential information and to insure that the court, other tribunal or appointee maintains such information in confidence in accordance with the terms of this Agreement. 6.6 No public announcement or other disclosure to third parties concerning the existence of or terms of this Agreement shall be made, either directly or indirectly, by any party to this Agreement, except as may be legally required or as may be required for recording purposespurposes of investigating, without first obtaining the approval of the other party and agreement upon the nature and text of such announcement developing, manufacturing or disclosure, unless the disclosure does not identify the other party. The party desiring to make any such public announcement or other disclosure shall inform the other party of the proposed announcement or disclosure in reasonably sufficient time prior to public release, and shall provide the other party with a written copy thereof, in order to allow such other party to comment upon such announcement or disclosure. If either party believes it needs to disclose any information to a third party for the purpose of public offering, merger or acquisition, it shall submit a request for approval from the other party along with the information it desires to disclose which approval will not unreasonably be withheld. 6.7 Neither SBCL nor HDI shall submit for written or oral publication any manuscript, abstract or the like which includes proprietary and confidential data or information generated and provided by the other party without first obtaining the prior written consent of the other party, which consent shall not be unreasonably withheld. The contribution of each party shall be noted in all publications or presentations by acknowledgment or co-authorship, whichever is appropriate.marketing VACCINE