Common use of Undertaking Clause in Contracts

Undertaking. Subject to the other provisions of this Article VIII, all Confidential Information disclosed by a Party or its Affiliates in connection with the Collaboration or under this Agreement will be maintained in confidence and otherwise safeguarded by the recipient Party. The recipient Party may only use such Confidential Information for the purposes of this Agreement and pursuant to the rights granted to the recipient Party under this Agreement. Subject to the other provisions of this Article VIII, each Party will hold as confidential such Confidential Information of the other Party or its Affiliates in the same manner and with the same protection as such recipient Party maintains its own confidential information (but in no event will it exercise less than reasonable care with CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. respect to such Confidential Information). Subject to the other provisions of this Article VIII, a recipient Party may only disclose Confidential Information of the other Party to employees, agents, contractors, consultants, and advisers of the recipient Party and its Affiliates, licensees and sublicensees and to Third Parties to the extent reasonably necessary for the purposes of, and for those matters undertaken pursuant to, this Agreement; provided that such Persons are bound to maintain the confidentiality of the Confidential Information in a manner consistent with the confidentiality provisions of this Agreement. The Parties acknowledge that Confidential Information has been exchanged between the Parties prior to the Effective Date pursuant to the Confidentiality Agreement. The Parties agree that as of the Effective Date the Confidentiality Agreement is hereby terminated without further force and effect and is superseded by this Article VIII, and all obligations between the Parties relating to all such Confidential Information exchanged before the Effective Date will be governed by this Article VIII.

Undertaking. Subject 2.1 The Shareholder undertakes to the Company and Panmure (for so long as it remains nominated adviser or broker to the Company) that save in the circumstances set out in clause 3 below, it will not during the Restricted Period, Dispose of the legal or beneficial ownership of, or any other provisions interest in, the Restricted Shares. 2.2 The Shareholder further undertakes to the Company and Panmure that, save in the circumstances set out in clause 3 below, during the Orderly Market Period it will only Dispose of the legal or beneficial ownership of, or any other interest in, the Restricted Shares through Panmure (or the broker for the time being of the Company if it is not Panmure (the "Replacement Broker")) in such manner as Panmure or the Replacement Broker may reasonably require so as to ensure an orderly market in the Shares. 2.3 The requirement in clause 2.2 that a Disposal be effected through Panmure or the Replacement Broker is subject to the following provisos: (a) Panmure or the Replacement Broker shall only charge commissions in respect of any transfer or sale equivalent to those which would have been reasonably payable by the Shareholder for an institutional execution-only broking service if this Article VIIIrestriction did not apply and on a basis that Panmure or the Replacement Broker provides best execution; and (b) if Panmure or the Replacement Broker is unable to make the Disposal within five Business Days of it having received a written request to do so by or on behalf of the Shareholder the Shareholder shall be entitled to effect the Disposal through such broker as he shall, in its absolute discretion, decide. 2.4 The Shareholder undertakes to use all Confidential Information disclosed by a Party or reasonable endeavours to ensure that its Affiliates in connection Associates comply with the Collaboration or under restrictions contained in this Agreement will clause 2 in respect of any Restricted Shares in which such person is interested. 2.5 The Shareholder consents to the inclusion in a circular and press release to be maintained in confidence and otherwise safeguarded prepared by the recipient Party. The recipient Party may only use such Confidential Information for the purposes Company of references to this Agreement and pursuant to the rights granted to the recipient Party under this Agreement. Subject to the other provisions a summary of this Article VIII, each Party will hold as confidential such Confidential Information of the other Party or its Affiliates in the same manner and with the same protection as such recipient Party maintains its own confidential information (but in no event will it exercise less than reasonable care with CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. respect to such Confidential Information). Subject to the other provisions of this Article VIII, a recipient Party may only disclose Confidential Information of the other Party to employees, agents, contractors, consultants, and advisers of the recipient Party and its Affiliates, licensees and sublicensees and to Third Parties to the extent reasonably necessary for the purposes of, and for those matters undertaken pursuant to, this Agreement; provided that such Persons are bound to maintain the confidentiality of the Confidential Information in a manner consistent with the confidentiality provisions of this Agreement. The Parties acknowledge that Confidential Information has been exchanged between the Parties prior to the Effective Date pursuant to the Confidentiality Agreement. The Parties agree that as of the Effective Date the Confidentiality Agreement is hereby terminated without further force and effect and is superseded by this Article VIII, and all obligations between the Parties relating to all such Confidential Information exchanged before the Effective Date will be governed by this Article VIIIcontents.

Undertaking. Subject 2.1 In consideration of the Disclosing Party providing to the other provisions Receiving Party, and the Receiving Party receiving, either directly or indirectly Confidential Information, after the date of this Article VIIIAgreement, whether in writing, orally or in electronic form or in any other way whatsoever, the Receiving Party hereby undertakes as follows: a. to treat and safeguard all Confidential Information disclosed by a Party or its Affiliates in connection with the Collaboration or under this Agreement will be maintained in confidence as strictly private and otherwise safeguarded by the recipient Party. The recipient Party may only use such Confidential Information for the purposes of this Agreement confidential and pursuant to the rights granted to the recipient Party under this Agreement. Subject to the other provisions of this Article VIII, each Party will hold as confidential such Confidential Information of the other Party or its Affiliates in the same manner and with the same protection as such recipient Party maintains its own confidential information (but in no event will it exercise less than all reasonable care with CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. respect to such Confidential Information). Subject to the other provisions of this Article VIII, a recipient Party may only disclose Confidential Information of the other Party to employees, agents, contractors, consultants, and advisers of the recipient Party and its Affiliates, licensees and sublicensees and to Third Parties to the extent reasonably necessary for the purposes of, and for those matters undertaken pursuant to, this Agreement; provided that such Persons are bound to maintain preserve the confidentiality of the Confidential Information during the term of this Agreement and the period indicated in clause 6 below after the termination of this Agreement howsoever; b. to only use the Confidential Information for the Opportunity and not for any other purpose whatsoever; c. not at any time, without the prior written consent of the Disclosing Party discuss, disclose or reveal the Confidential Information with or to any other person whatsoever other than its employees, Affiliates, and its professional advisors to the extent necessary for the purposes set out in paragraph b above, and on condition that prior to such disclosure, the Person to which such disclosure is made is first made aware of the terms of this Agreement and shall be required by the Receiving Party to observe all the restrictions regarding the Confidential Information that are contained in this Agreement; d. ensure compliance by its employees and representatives and Professional Advisers of its obligations pursuant to this Agreement and be liable for any breach of such obligations by such employees and representatives and advisers; e. So far, as possible, keep separate all Confidential Information from its own documents and other records. 2.2 That the disclosing Party understands that the receiving Party may currently or in the future be developing information internally or receiving information from other parties that may be similar to the disclosing Party’s Confidential Information provided that the Receiving Party can establish that the information by the Receiving Party was developed without access or reference to the Confidential Information. Accordingly, nothing in this Agreement shall be construed as a manner consistent representation or inference that the receiving Party will not develop products, or have products developed for it, that compete with the confidentiality provisions of this Agreement. The Parties acknowledge that products or systems contemplated by the disclosing party’s Confidential Information has been exchanged between provided that the Parties prior to Receiving Party (a) can establish that such products or systems are developed independently and not based on the Effective Date pursuant to the Confidentiality Agreement. The Parties agree that as of the Effective Date the Confidentiality Agreement is hereby terminated without further force and effect and is superseded by this Article VIII, and all obligations between the Parties relating to all such Confidential Information exchanged before provided by the Effective Date disclosing Party, and (b) will be governed by this Article VIIIprovide sufficient proof and information on request to establish the facts in (a) above.

Undertaking. Subject 2.1 The Purchaser undertakes to: (a) offer each Transfer ORSO Employee Member membership of, or to cause each Transfer ORSO Employee Member to become a member of, the other provisions Purchaser’s Scheme, with effect from the Completion (or such later date as permitted by the MPFSO); (b) recognise and procure the trustees of this Article VIIIthe Purchaser’s Scheme to recognise, all Confidential Information disclosed by a Party or its Affiliates in connection the period of employment of each Transferring ORSO Member with the Collaboration Seller or under this Agreement will be maintained in confidence and otherwise safeguarded by the recipient Party. The recipient Party may only use such Confidential Information Seller’s Group for the purposes of determining the employer’s voluntary contribution rates, and the vesting of such contributions (if applicable) in the Purchaser’s Scheme; (c) comply with the applicable provisions of the MPFSO and all applicable rules, regulations and notices relating thereto and orders made thereunder and with the applicable guidelines/codes of the MPFA in relation to the Transfer ORSO Employee Members, including but not limited to, any obligations to contribute to a retirement scheme. 2.2 The Seller undertakes: (a) to maintain its participation, and each Transfer ORSO Employee Member’s participation, in the Seller’s ORSO Scheme until the Completion and not to amend the provisions of the Seller’s ORSO Scheme between the date of this Agreement and pursuant the Completion, other than with the prior written consent of the Purchaser; (b) not to increase the salaries of the Transfer ORSO Employee Members between the date of this Agreement and the Completion, other than with the prior written consent of the Purchaser; (c) not to exercise any power or discretion of the Seller under the Seller’s ORSO Scheme Documentation between the date of this Agreement and the Completion, other than with the prior written consent of the Purchaser; (d) to use its reasonable endeavours to procure the prior written consent of the Transfer ORSO Employee Members where necessary to effect the transfer of the ORSO Transfer Amount from the Seller’s ORSO Scheme to the rights granted Purchaser’s Scheme on the Pension Transfer Date, provided that, in the event that any Transfer ORSO Employee Members request that compensation or payment be made in order to agree to the recipient Party under this Agreement. Subject to the other provisions of this Article VIII, each Party will hold as confidential such Confidential Information transfer of the other Party ORSO Transfer Amount, the Seller shall not be responsible for such compensation or its Affiliates payment and shall not in the same any manner and with the same protection as such recipient Party maintains its own confidential information (but in no event will it exercise less than reasonable care with CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. respect agree to such Confidential Information). Subject to the other provisions of this Article VIII, a recipient Party may only disclose Confidential Information compensation or payment on behalf of the other Party to employees, agents, contractors, consultants, and advisers Purchaser or the trustees of the recipient Party and its Affiliates, licensees and sublicensees and to Third Parties to the extent reasonably necessary for the purposes of, and for those matters undertaken pursuant to, this Agreement; provided that such Persons are bound to maintain the confidentiality of the Confidential Information in a manner consistent with the confidentiality provisions of this Agreement. The Parties acknowledge that Confidential Information has been exchanged between the Parties prior to the Effective Date pursuant to the Confidentiality Agreement. The Parties agree that as of the Effective Date the Confidentiality Agreement is hereby terminated without further force and effect and is superseded by this Article VIII, and all obligations between the Parties relating to all such Confidential Information exchanged before the Effective Date will be governed by this Article VIIIPurchaser’s Scheme.

Undertaking. Subject to the other provisions of this Article VIII, all Confidential Information disclosed by a Party or its Affiliates in connection with the Collaboration or under this Agreement will be maintained in confidence and otherwise safeguarded by the recipient Party. The recipient Party may only use such Confidential Information for the purposes of this Agreement and pursuant to the rights granted to the recipient Party under this Agreement. Subject to the other provisions of this Article VIII, each Party will hold as confidential such Confidential Information of the other Party or its Affiliates in the same manner and with the same protection as such recipient Party maintains its own confidential information (but in no event will it exercise less than reasonable care with CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. respect to such Confidential Information). Subject to the other provisions of this Article VIII, a recipient Party may only disclose Confidential Information of the other Party to employees, agents, contractors, consultants, and advisers of the recipient Party and its Affiliates, licensees and sublicensees and to Third Parties to the extent reasonably necessary for the purposes of, and for those matters undertaken pursuant to, this Agreement; provided that such Persons are bound to maintain the confidentiality of the Confidential Information in a manner consistent with the confidentiality provisions of this Agreement. The Parties acknowledge that Confidential Information has been exchanged between the Parties prior to the Effective Date pursuant to the Confidentiality Agreement. The Parties agree that as of the Effective Date the Confidentiality Agreement is hereby terminated without further force and effect and is superseded by this Article VIII, and all obligations between the Parties relating to all such Confidential Information exchanged before the Effective Date will be governed by this Article VIII.

Undertaking. Subject to During the term of this Agreement, each party shall keep confidential, and other than as provided herein, shall not use or disclose, directly or indirectly, any trade secrets, confidential or proprietary information, or any other knowledge, information, documents or materials, owned, developed or possessed by the other provisions party, whether in tangible or intangible form, the confidentiality of this Article VIII, all which such other party takes reasonable measures to protect ("Confidential Information"). Neither CFFT nor Predix will use the other party's Confidential Information disclosed by a Party or its Affiliates except as expressly permitted in connection with the Collaboration or under this Agreement will be maintained in confidence and otherwise safeguarded by the recipient Party. The recipient Party may only use such Confidential Information for the purposes of this Agreement and pursuant to the rights granted to the recipient Party under this Agreement. Subject : (A) Each party shall take any and all lawful measures to prevent the other provisions of this Article VIII, each Party will hold as confidential such Confidential Information unauthorized use and disclosure of the other Party party's Confidential Information, and to prevent unauthorized persons or its Affiliates in the same manner and with the same protection as such recipient Party maintains its own confidential information (but in no event will it exercise less than reasonable care with CERTAIN CONFIDENTIAL entities from obtaining or using that Information. PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO UNDER RULE 406 PROMULGATED UNDER OF THE SECURITIES ACT OF 1933, AS AMENDEDACT; [*] DENOTES OMISSIONS. respect to such Confidential Information). Subject to EXECUTION COPY (B) Each party will refrain from directly or indirectly taking any action which would constitute or facilitate the other provisions of this Article VIII, a recipient Party may only disclose Confidential Information unauthorized use or disclosure of the other Party party's Confidential Information. Each party may disclose that Information to its officers, employees and agents, to authorized licensees and sublicensees, and to subcontractors in connection with the development or manufacture of P2(Y)2 Products, to the extent necessary to enable such parties to perform their obligations hereunder or under the applicable license, sublicense or subcontract, as the case may be; provided, that such officers, employees, agents, contractorslicensees, consultants, and advisers of the recipient Party and its Affiliates, licensees and sublicensees and to Third Parties to the extent reasonably necessary subcontractors have entered into appropriate confidentiality agreements for the purposes of, secrecy and for those matters undertaken pursuant to, this Agreement; provided that such Persons are bound to maintain the confidentiality non-use of the Confidential Information in a manner consistent with the confidentiality provisions of this Agreement. The Parties acknowledge that Confidential Information has been exchanged between the Parties prior to the Effective Date pursuant to the Confidentiality Agreement. The Parties agree that as of the Effective Date the Confidentiality Agreement is hereby terminated without further force and effect and is superseded by this Article VIII, and all obligations between the Parties relating to all such Confidential Information exchanged before which by their terms shall be enforceable by injunctive relief at the Effective Date will instance of the disclosing party. (C) Each party shall be governed liable for any unauthorized use and disclosure of the other party's Confidential Information by this Article VIIIits officers, employees and agents and any such sublicensees and subcontractors.

Undertaking. Subject to During the other provisions term of this Article VIII, all Confidential Information disclosed by a Party or its Affiliates in connection with the Collaboration or under this Agreement will be maintained in confidence and otherwise safeguarded by the recipient Party. The recipient Party may only use such Confidential Information for the purposes of this Agreement and pursuant to the rights granted to the recipient Party under this Agreement. Subject to the other provisions of this Article VIII, each Party will hold shall keep confidential, and other than as confidential provided herein shall not use or disclose, directly or indirectly, any Information owned, developed or possessed by the other Party, whether in tangible or intangible form, the confidentiality of which such Confidential Information other Party takes reasonable measures to protect, including but not limited to Vertex Technology and Avalon Technology. 9.1.1 Each Party shall take any and all lawful measures to prevent the unauthorized use and disclosure of the other Information, and to prevent unauthorized persons or entities from obtaining or using the Information. 9.1.2 Each Party further agrees to refrain from directly or its Affiliates in indirectly taking any action that would constitute or facilitate the same manner and with the same protection as unauthorized use or disclosure of such recipient Party maintains its own confidential information (but in no event will it exercise less than reasonable care with CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”information. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. respect to such Confidential Information). Subject to the other provisions of this Article VIII, a recipient Each Party may only disclose Confidential such Information (a) in furtherance of the other Party to employees, agents, contractors, consultants, its rights hereunder and advisers of the recipient Party and its Affiliates, licensees and sublicensees and to Third Parties to the extent reasonably necessary to enable such Party to perform its obligations hereunder or under the applicable license, sublicense or subcontract, as the case may be provided that all recipients of Vertex Technology or Avalon Technology have entered into appropriate confidentiality agreements for secrecy and non-use of such information which by their terms shall be enforceable by injunctive relief at the purposes ofinstance of the disclosing Party; (b) to potential investors, financiers or merger and for those matters undertaken pursuant toacquisition partners, this Agreement; in each case provided that such Persons are bound to maintain potential investors, financiers or merger and acquisition partners have entered into appropriate confidentiality agreements for secrecy and non-use of such information which by their terms shall be enforceable by injunctive relief at the confidentiality instance of the Confidential disclosing Party, provided, however, that Avalon may disclose Information to reputable venture capital investors and banks that do not, as a matter of practice, enter into such confidentiality agreements, provided that any such venture capital investor or bank shall offer Avalon a written statement that, to the venture capital investor’s or bank’s (as applicable) knowledge, it has never entered into a confidentiality agreement under similar circumstances, and provided further that Avalon shall confirm that, to its knowledge after reasonable inquiry, such venture capital investor or investment bank has not, to the knowledge of Avalon, ever inappropriately disclosed confidential information provided to it in a manner consistent similar circumstances. Avalon shall keep Vertex informed of Avalon’s disclosure of Information to institutions that have not signed confidentiality agreements. 9.1.3 Each Party shall be liable for any unauthorized use and disclosure of Information by its officers, employees and agents and any Sublicensees, subcontractors, or others to whom Avalon discloses Information. * The asterisk denotes the confidential portions of this document that have been omitted and filed separately with the confidentiality provisions of this Agreement. The Parties acknowledge that Confidential Information has been exchanged between the Parties prior to the Effective Date Securities and Exchange Commission pursuant to the Confidentiality Agreement. The Parties agree that as Rule 406 of the Effective Date the Confidentiality Agreement is hereby terminated without further force and effect and is superseded by this Article VIIISecurities Act of 1933, and all obligations between the Parties relating to all such Confidential Information exchanged before the Effective Date will be governed by this Article VIIIas amended.

Undertaking. Subject to Each Party, as a Receiving Party, agrees during the other provisions of this Article VIII, all Term and for so long as the Receiving Party possesses Confidential Information disclosed by a Party (or its Affiliates in connection with any shorter period expressly required under Applicable Law): (a) to hold the Collaboration or under this Agreement will be maintained Disclosing Party’s Confidential Information in confidence and otherwise safeguarded by using the recipient Party. The recipient Party may only use same degree of care to safeguard such Confidential Information as it uses to protect its own information of like character, but in no event less than a reasonable degree of care; (b) to limit disclosure of Confidential Information to its employees, agents or subcontractors having a need to know the Confidential Information for the purposes of this Agreement Agreement; (c) not to directly or indirectly disclose any Confidential Information to any third party unless and only to the extent required by applicable law or with the prior written consent of the Disclosing Party; (d) to use the Confidential Information solely and exclusively in accordance with the terms of this Agreement; (e) not remove or obscure proprietary rights notices that appear on Confidential Information and copies thereof; and (f) advise the Disclosing Party promptly in writing of any unauthorized disclosure or use of Confidential Information. Notwithstanding the preceding, if, pursuant to a law, final judicial order, regulation or governmental directive, the rights granted Receiving Party is obligated to the recipient Party under this Agreement. Subject to the other provisions of this Article VIII, each Party will hold as confidential such Confidential Information of the other Party or its Affiliates in the same manner and with the same protection as such recipient Party maintains its own confidential information (but in no event will it exercise less than reasonable care with CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. respect to such Confidential Information). Subject to the other provisions of this Article VIII, a recipient Party may only disclose Confidential Information of the other Disclosing Party, such disclosure is not considered to be in breach of this confidentiality undertaking, as long as the Receiving Party: (i) provides the Disclosing Party to employeeswith prompt prior notice of such requirements, agents, contractors, consultants, and advisers of the recipient Party and its Affiliates, licensees and sublicensees and to Third Parties to the extent reasonably necessary for legally permitted, so that the purposes ofDisclosing Party may: (a) seek a protective order or other appropriate remedy (directly or indirectly through the Receiving Party); or (b) waive compliance of the terms of this Agreement, which waiver may not be unreasonably withheld; and (ii) seeks a protective order or other appropriate remedy, if requested by the Disclosing Party. If the Disclosing Party does not obtain a protective order or other remedy, directly or indirectly through the Receiving Party, or provides a waiver, as set out above, the Receiving Party may disclose only those portions of the Disclosing Party’s Confidential Information which are legally required, and for those matters undertaken pursuant to, this Agreement; provided exercise its best efforts to obtain assurances that such Persons are bound to maintain the confidentiality portions of the Confidential Information will be treated in a manner consistent with the confidentiality confidence. The provisions of this Agreement. The Parties acknowledge that Confidential Information has been exchanged between the Parties prior to the Effective Date pursuant to the Confidentiality Agreement. The Parties agree that as of the Effective Date the Confidentiality Agreement is hereby terminated without further Section 6.1 shall survive and remain in full force and effect and is superseded by following the expiry or termination of this Article VIII, and all obligations between the Parties relating to all such Confidential Information exchanged before the Effective Date will be governed by this Article VIII.Agreement.‌

Undertaking. Subject to During the term of this Agreement, each party shall keep confidential, and other than as provided herein, shall not use or disclose, directly or indirectly, any trade secrets, confidential or proprietary information, or any other knowledge, information, documents or materials, owned, developed or possessed by the other provisions party, whether in tangible or intangible form, the confidentiality of this Article VIII, all which such other party takes reasonable measures to protect ("Confidential Information"). Neither CFFT nor Predix will use the other party's Confidential Information disclosed by a Party except as expressly permitted in this Agreement: (a) Each party shall take any and all lawful measures to prevent the unauthorized use and disclosure of the other party's Confidential Information, and to prevent unauthorized persons or entities from obtaining or using that Information. (b) Each party will refrain from directly or indirectly taking any action which would constitute or facilitate the unauthorized use or disclosure of the other party's Confidential Information. Each party may disclose that Information to its Affiliates officers, employees and agents, to authorized licensees and sublicensees, and to subcontractors in connection with the Collaboration development or manufacture of P2(Y)2 Products, to the extent necessary to enable such parties to perform their obligations hereunder or under this Agreement will be maintained in confidence the applicable license, sublicense or subcontract, as the case may be; provided, that such officers, employees, agents, licensees, sublicensees and otherwise safeguarded by the recipient Party. The recipient Party may only subcontractors have entered into appropriate confidentiality agreements for secrecy and non-use of such Confidential Information for the purposes of this Agreement and pursuant to the rights granted to the recipient Party under this Agreement. Subject to the other provisions of this Article VIII, each Party will hold as confidential such Confidential Information of the other Party or its Affiliates in the same manner and with the same protection as such recipient Party maintains its own confidential information (but in no event will it exercise less than reasonable care with CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO UNDER RULE 406 PROMULGATED UNDER OF THE SECURITIES ACT OF 1933, AS AMENDEDACT; [*] DENOTES OMISSIONS. respect to such Confidential Information). Subject to Information which by their terms shall be enforceable by injunctive relief at the other provisions instance of this Article VIII, a recipient Party may only disclose Confidential Information the disclosing party. (c) Each party shall be liable for any unauthorized use and disclosure of the other Party to employeesparty's Confidential Information by its officers, agents, contractors, consultants, employees and advisers of the recipient Party agents and its Affiliates, licensees and any such sublicensees and to Third Parties to the extent reasonably necessary for the purposes of, and for those matters undertaken pursuant to, this Agreement; provided that such Persons are bound to maintain the confidentiality of the Confidential Information in a manner consistent with the confidentiality provisions of this Agreement. The Parties acknowledge that Confidential Information has been exchanged between the Parties prior to the Effective Date pursuant to the Confidentiality Agreement. The Parties agree that as of the Effective Date the Confidentiality Agreement is hereby terminated without further force and effect and is superseded by this Article VIII, and all obligations between the Parties relating to all such Confidential Information exchanged before the Effective Date will be governed by this Article VIIIsubcontractors.

Undertaking. Subject to During the term of this Research Agreement, each party shall keep confidential, and other than as provided herein shall not use or disclose, directly or indirectly, any trade secrets, confidential or proprietary information, or any other knowledge, information, documents or materials, owned, developed or possessed by the other provisions party, whether in tangible or intangible form, the confidentiality of this Article VIIIwhich such other party takes reasonable measures to protect, including but not limited to VERTEX Kinase Technology and NOVARTIS Kinase Technology. (a) Each party shall take any and all Confidential Information disclosed by a Party lawful measures to prevent the unauthorized use and disclosure of such information, and to prevent unauthorized persons or entities from obtaining or using such information. (b) Each party further agrees to refrain from directly or indirectly taking any action which would constitute or facilitate the unauthorized use or disclosure of such information. Each party may disclose such information to its Affiliates officers, employees and agents, to authorized licensees and sublicensees, and to subcontractors in connection with the Collaboration development or manufacture of Drug Candidates, Drug Product Candidates or Drug Products, to the extent necessary to enable such parties to perform their obligations hereunder or under this Agreement the applicable license, sublicense or subcontract, as the case may be; provided, that such officers, employees, CONFIDENTIAL TREATMENT REQUESTED agents, licensees, sublicensees and subcontractors have entered into appropriate confidentiality agreements for secrecy and non-use of such information which by their terms shall be enforceable by injunctive relief at the instance of the disclosing party. (c) Each party shall be liable for any unauthorized use and disclosure of such information by its officers, employees and agents and any such sublicensees and subcontractors. (d) NOVARTIS will ensure that information with respect to the chemical structure of any Development Candidate which is delivered to NOVARTIS under Section 4.1(b) hereof as part of the Development Candidate Information with respect to that Development Candidate and its associated Back-up Compounds will be maintained in confidence and distributed or otherwise safeguarded by the recipient Party. The recipient Party may made known only use such Confidential Information for the purposes of this Agreement and pursuant to the rights granted to the recipient Party under this Agreement. Subject to the other provisions of this Article VIII, each Party will hold as confidential such Confidential Information of the other Party or its Affiliates in the same manner and with the same protection as such recipient Party maintains its own confidential information (but in no event will it exercise less than reasonable care with CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. ] The foregoing limitation on distribution of information will cease being applicable at such time as NOVARTIS exercises its Development Election with respect to such Confidential Information). Subject to the other provisions of this Article VIII, a recipient Party may only disclose Confidential Information of the other Party to employees, agents, contractors, consultants, and advisers of the recipient Party and its Affiliates, licensees and sublicensees and to Third Parties to the extent reasonably necessary for the purposes of, and for those matters undertaken pursuant to, this Agreement; provided that such Persons are bound to maintain the confidentiality of the Confidential Information in a manner consistent with the confidentiality provisions of this Agreement. The Parties acknowledge that Confidential Information has been exchanged between the Parties prior to the Effective Date pursuant to the Confidentiality Agreement. The Parties agree that as of the Effective Date the Confidentiality Agreement is hereby terminated without further force and effect and is superseded by this Article VIII, and all obligations between the Parties relating to all such Confidential Information exchanged before the Effective Date will be governed by this Article VIIIDevelopment Candidate.

Undertaking. Subject to During the term of this Agreement, each party shall keep confidential, and other than as provided herein, shall not use or disclose, directly or indirectly, any trade secrets, confidential or proprietary information, or any other knowledge, information, documents or materials, owned, developed or possessed by the other provisions party, whether in tangible or intangible form, the confidentiality of this Article VIII, all which such other party takes reasonable measures to protect ("Confidential Information"). Neither CFFT nor Predix will use the other party's Confidential Information disclosed by a Party or its Affiliates except as expressly permitted in connection with the Collaboration or under this Agreement will be maintained in confidence and otherwise safeguarded by the recipient Party. The recipient Party may only use such Confidential Information for the purposes of this Agreement and pursuant to the rights granted to the recipient Party under this Agreement. Subject : (A) Each party shall take any and all lawful measures to prevent the other provisions of this Article VIII, each Party will hold as confidential such Confidential Information unauthorized use and disclosure of the other Party party's Confidential Information, and to prevent unauthorized persons or its Affiliates in the same manner and with the same protection as such recipient Party maintains its own confidential information (but in no event will it exercise less than reasonable care with CERTAIN CONFIDENTIAL entities from obtaining or using that Information. PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO UNDER RULE 406 PROMULGATED UNDER 24b-2 OF THE SECURITIES ACT OF 1933, AS AMENDEDEXCHANGE ACT; [*] DENOTES OMISSIONS. respect to such Confidential Information). Subject to EXECUTION COPY (B) Each party will refrain from directly or indirectly taking any action which would constitute or facilitate the other provisions of this Article VIII, a recipient Party may only disclose Confidential Information unauthorized use or disclosure of the other Party party's Confidential Information. Each party may disclose that Information to its officers, employees and agents, to authorized licensees and sublicensees, and to subcontractors in connection with the development or manufacture of P2(Y)2 Products, to the extent necessary to enable such parties to perform their obligations hereunder or under the applicable license, sublicense or subcontract, as the case may be; provided, that such officers, employees, agents, contractorslicensees, consultants, and advisers of the recipient Party and its Affiliates, licensees and sublicensees and to Third Parties to the extent reasonably necessary subcontractors have entered into appropriate confidentiality agreements for the purposes of, secrecy and for those matters undertaken pursuant to, this Agreement; provided that such Persons are bound to maintain the confidentiality non-use of the Confidential Information in a manner consistent with the confidentiality provisions of this Agreement. The Parties acknowledge that Confidential Information has been exchanged between the Parties prior to the Effective Date pursuant to the Confidentiality Agreement. The Parties agree that as of the Effective Date the Confidentiality Agreement is hereby terminated without further force and effect and is superseded by this Article VIII, and all obligations between the Parties relating to all such Confidential Information exchanged before which by their terms shall be enforceable by injunctive relief at the Effective Date will instance of the disclosing party. (C) Each party shall be governed liable for any unauthorized use and disclosure of the other party's Confidential Information by this Article VIIIits officers, employees and agents and any such sublicensees and subcontractors.

Undertaking. Subject to During the other provisions term of this Article VIII, all Confidential Information disclosed by a Party or its Affiliates in connection with the Collaboration or under this Agreement will be maintained in confidence and otherwise safeguarded by the recipient Party. The recipient Party may only use such Confidential Information for the purposes of this Agreement and pursuant to the rights granted to the recipient Party under this Agreement. Subject to the other provisions of this Article VIII, each Party will hold shall keep confidential, and other than as confidential provided herein shall not use or disclose, directly or indirectly, any Information owned, developed or possessed by the other Party, whether in tangible or intangible form, the confidentiality of which such Confidential Information other Party takes reasonable measures to protect, including but not limited to Vertex Technology and Avalon Technology. 9.1.1 Each Party shall take any and all lawful measures to prevent the unauthorized use and disclosure of the other Information, and to prevent unauthorized persons or entities from obtaining or using the Information. 9.1.2 Each Party further agrees to refrain from directly or its Affiliates indirectly taking any action that would constitute or facilitate the unauthorized use or disclosure * The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the same manner and with the same protection as such recipient Party maintains its own Securities Exchange Act of 1934. The confidential information (but in no event will it exercise less than reasonable care with CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. respect to such Confidential Information). Subject portions have been submitted separately to the other provisions Securities and Exchange Commission. of this Article VIII, a recipient such information. Each Party may only disclose Confidential such Information (a) in furtherance of the other Party to employees, agents, contractors, consultants, its rights hereunder and advisers of the recipient Party and its Affiliates, licensees and sublicensees and to Third Parties to the extent reasonably necessary to enable such Party to perform its obligations hereunder or under the applicable license, sublicense or subcontract, as the case may be provided that all recipients of Vertex Technology or Avalon Technology have entered into appropriate confidentiality agreements for secrecy and non-use of such information which by their terms shall be enforceable by injunctive relief at the purposes ofinstance of the disclosing Party; (b) to potential investors, financiers or merger and for those matters undertaken pursuant toacquisition partners, this Agreement; in each case provided that such Persons are bound to maintain potential investors, financiers or merger and acquisition partners have entered into appropriate confidentiality agreements for secrecy and non-use of such information which by their terms shall be enforceable by injunctive relief at the confidentiality instance of the Confidential disclosing Party, provided, however, that Avalon may disclose Information in to reputable venture capital investors and banks that do not, as a manner consistent with the matter of practice, enter into such confidentiality provisions of this Agreement. The Parties acknowledge agreements, provided that Confidential Information has been exchanged between the Parties prior any such venture capital investor or bank shall offer Avalon a written statement that, to the Effective Date pursuant venture capital investor’s or bank’s (as applicable) knowledge, it has never entered into a confidentiality agreement under similar circumstances, and provided further that Avalon shall confirm that, to its knowledge after reasonable inquiry, such venture capital investor or investment bank has not, to the Confidentiality Agreementknowledge of Avalon, ever inappropriately disclosed confidential information provided to it in similar circumstances. The Parties agree Avalon shall keep Vertex informed of Avalon’s disclosure of Information to institutions that as have not signed confidentiality agreements. 9.1.3 Each Party shall be liable for any unauthorized use and disclosure of the Effective Date the Confidentiality Agreement is hereby terminated without further force Information by its officers, employees and effect agents and is superseded by this Article VIIIany Sublicensees, and all obligations between the Parties relating subcontractors, or others to all such Confidential Information exchanged before the Effective Date will be governed by this Article VIIIwhom Avalon discloses Information.

Undertaking. Subject (a) Each Party (the “Receiving Party”) shall keep confidential, and other than as provided herein shall not use or disclose, directly or indirectly, any trade secrets, confidential or proprietary information, or any other knowledge, information, documents or materials, owned, developed or possessed by the other Party (the “Disclosing Party”), whether in tangible or intangible form, the confidentiality of which such other Party takes commercially reasonable measures to protect, including but not limited to CombinatoRx Background Intellectual Property, Novartis Background Intellectual Property and Project Intellectual Property. Affiliates of Novartis and of CombinatoRx shall be entitled to possess such trade secrets, confidential or proprietary information or any other knowledge, information, documents or materials, owned, developed or possessed by the other Party to the other provisions same extent that Novartis or CombinatoRx, respectively, is entitled to possess such items, provided that such Affiliate shall comply with the terms and conditions of this Article VIIIAgreement pertaining to such items. (b) Each Party shall use commercially reasonable efforts to prevent the unauthorized use and disclosure of such information, all Confidential Information disclosed by a and to prevent unauthorized Persons from obtaining or using such information. (c) Each Party further agrees to refrain from directly or indirectly taking any action which would constitute or facilitate the unauthorized use or disclosure of such information. Novartis may disclose such information to its Affiliates employees, officers, directors and agents, to authorized licensees and sublicensees, and to subcontractors in connection with the development or manufacture of Compounds, Collaboration Combinations or under this Agreement will be maintained in confidence and otherwise safeguarded by the recipient Party. The recipient Party may only use such Confidential Information for the purposes of this Agreement and pursuant drug products to the rights granted extent necessary to the recipient Party under this Agreement. Subject to the other provisions of this Article VIII, each Party will hold as confidential such Confidential Information of the other Party or its Affiliates in the same manner and with the same protection as such recipient Party maintains its own confidential information (but in no event will it exercise less than reasonable care with CERTAIN CONFIDENTIAL [*] PORTIONS OF THIS EXHIBIT WERE HAVE BEEN OMITTED AND REPLACED WITH “[***]”PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. A COMPLETE AN UNREDACTED VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933COMMISSION. enable such parties to perform their obligations hereunder or under the applicable license, AS AMENDED. respect to such Confidential Information). Subject to sublicense or subcontract, as the other provisions of this Article VIII, a recipient Party case may only disclose Confidential Information of the other Party to employees, agents, contractors, consultants, and advisers of the recipient Party and its Affiliates, licensees and sublicensees and to Third Parties to the extent reasonably necessary for the purposes of, and for those matters undertaken pursuant to, this Agreementbe; provided that such Persons are bound to maintain employees, officers, directors, agents, licensees, sublicensees and subcontractors have entered into appropriate confidentiality agreements for secrecy and non-use of such information which by their terms shall be enforceable by injunctive relief at the confidentiality instance of CombinatoRx, or have otherwise been appropriately instructed regarding the Confidential Information in a manner consistent with the confidentiality provisions secrecy or non-use of this Agreement. The Parties acknowledge that Confidential Information has been exchanged between the Parties prior to the Effective Date pursuant to the Confidentiality Agreement. The Parties agree that as such information. (d) Each Party shall be liable for any unauthorized use or disclosure of the Effective Date the Confidentiality Agreement is hereby terminated without further force and effect and is superseded such information by this Article VIIIits Affiliates, and all obligations between the Parties relating to all such Confidential Information exchanged before the Effective Date will be governed by this Article VIIIits and its Affiliates’ employees, officers, directors, agents, licensees, sublicensees and subcontractors.

Undertaking. Subject In consideration of the disclosure to the other provisions Receiving Party by the Disclosing Party of this Article VIII, all Confidential Information disclosed by a the Receiving Party or its Affiliates in connection with undertakes : to treat as strictly confidential and not to disclose to any third party any of the Collaboration or under this Agreement will be maintained in confidence and otherwise safeguarded by the recipient Party. The recipient Party may only Confidential Information, not to make use of any such Confidential Information for any purpose other than the purposes Purpose, to process received data containing or comprising out of Confidential Information in a way that secures safety and confidentiality of Confidential Information, in particular that no tools or instruments, including informatic or AI tools will be used for processing which may not fully secure safety and secrecy of such data, to treat all Received Information as being property of the Disclosing Party, unless Disclosing Party informs otherwise and to acknowledge that property of the information provided by the Disclosing Party shall remain to be Disclosing Party’s at all times, unless Parties agree otherwise in writing. Neither Party shall also disclose to any third party: the existence of this Agreement and pursuant to its terms, and the rights granted to fact that it is in discussion with the recipient other Party and evaluating another Party's Confidential Information, or the nature of the discussions, and in the event of a dispute under this Agreement, also the fact the dispute occurred and the resolution of such dispute (whether this would be an agreement or settlement concluded between the Parties or an arbitration award issued in the course of arbitration proceedings). Subject This information will be deemed and treated as Confidential Information under the terms of this Agreement. The Receiving Party agrees only to disclose the Confidential Information received by it: to those of its Affiliates and/or Authorised Recipients who need to know the Confidential Information for the Purpose and who are made aware of the obligations of confidentiality herein, are directed to keep in confidence the Confidential Information and the nature of the discussions and are bound to the other provisions Receiving Party by obligations of confidentiality at least as restrictive as the terms of this Article VIIIAgreement. Each Party shall be responsible for any breach of this Agreement by such Affiliates and/or Authorised Recipients, each Party will hold as confidential such Confidential Information upon acquiring prior written consent of the other Party or its Affiliates in Disclosing Party, when the same manner and with the same protection as such recipient Party maintains its own confidential information (but in no event will it exercise less than reasonable care with CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933disclosure, AS AMENDED. respect to such Confidential Information). Subject to the other provisions of this Article VIII, a recipient Party may only disclose Confidential Information of the other Party to employees, agents, contractors, consultants, and advisers of the recipient Party and its Affiliates, licensees and sublicensees and to Third Parties to the extent reasonably necessary for demanded, is required by law or award or order of a competent court or governmental agency or authority, provided the purposes ofrequired Party promptly (as is practicable under the circumstances) provides to the disclosing Party/Parties notice of such disclosure request, and for those matters undertaken pursuant to, this Agreement; provided so that the disclosing Party/Parties may seek an appropriate protection order or otherwise prevent such Persons are bound disclosure. The Receiving Party shall however remain obliged to maintain the confidentiality of the Confidential Information in a manner consistent with information as far as is reasonable given the confidentiality provisions specific circumstances. Any such disclosure shall also not relieve the Receiving Party of this Agreement. The Parties acknowledge that Confidential Information has been exchanged between the Parties prior to the Effective Date pursuant to the Confidentiality Agreement. The Parties agree that as of the Effective Date the Confidentiality Agreement is hereby terminated without further force and effect and is superseded by this Article VIII, and all its obligations between the Parties relating to all such Confidential Information exchanged before the Effective Date will be governed by this Article VIIIcontained herein.

Undertaking. Subject to Each Party, as a Receiving Party, agrees during the other provisions of this Article VIII, all Term and for so long as the Receiving Party possesses Confidential Information disclosed by a Party (or its Affiliates in connection with any shorter period expressly required under Applicable Law): (a) to hold the Collaboration or under this Agreement will be maintained Disclosing Party’s Confidential Information in confidence and otherwise safeguarded by using the recipient Party. The recipient Party may only use same degree of care to safeguard such Confidential Information as it uses to protect its own information of like character, but in no event less than a reasonable degree of care; (b) to limit disclosure of Confidential Information to its employees, agents or subcontractors having a need to know the Confidential Information for the purposes of this Agreement Agreement; (c) not to directly or indirectly disclose any Confidential Information to any third party unless and only to the extent required by applicable law or with the prior written consent of the Disclosing Party; (d) to use the Confidential Information solely and exclusively in accordance with the terms of this Agreement; (e) not remove or obscure proprietary rights notices that appear on‌ Confidential Information and copies thereof; and (f) advise the Disclosing Party promptly in writing of any unauthorized disclosure or use of Confidential Information. Notwithstanding the preceding, if, pursuant to a law, final judicial order, regulation or governmental directive, the rights granted Receiving Party is obligated to the recipient Party under this Agreement. Subject to the other provisions of this Article VIII, each Party will hold as confidential such Confidential Information of the other Party or its Affiliates in the same manner and with the same protection as such recipient Party maintains its own confidential information (but in no event will it exercise less than reasonable care with CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. respect to such Confidential Information). Subject to the other provisions of this Article VIII, a recipient Party may only disclose Confidential Information of the other Disclosing Party, such disclosure is not considered to be in breach of this confidentiality undertaking, as long as the Receiving Party: (i) provides the Disclosing Party to employeeswith prompt prior notice of such requirements, agents, contractors, consultants, and advisers of the recipient Party and its Affiliates, licensees and sublicensees and to Third Parties to the extent reasonably necessary for legally permitted, so that the purposes ofDisclosing Party may: (a) seek a protective order or other appropriate remedy (directly or indirectly through the Receiving Party); or (b) waive compliance of the terms of this Agreement, which waiver may not be unreasonably withheld; and (ii) seeks a protective order or other appropriate remedy, if requested by the Disclosing Party. If the Disclosing Party does not obtain a protective order or other remedy, directly or indirectly through the Receiving Party, or provides a waiver, as set out above, the Receiving Party may disclose only those portions of the Disclosing Party’s Confidential Information which are legally required, and for those matters undertaken pursuant to, this Agreement; provided exercise its best efforts to obtain assurances that such Persons are bound to maintain the confidentiality portions of the Confidential Information will be treated in a manner consistent with the confidentiality confidence. The provisions of this Agreement. The Parties acknowledge that Confidential Information has been exchanged between the Parties prior to the Effective Date pursuant to the Confidentiality Agreement. The Parties agree that as of the Effective Date the Confidentiality Agreement is hereby terminated without further Section 6.1 shall survive and remain in full force and effect and is superseded by following the expiry or termination of this Article VIII, and all obligations between the Parties relating to all such Confidential Information exchanged before the Effective Date will be governed by this Article VIIIAgreement.

Undertaking. Subject In consideration of the Lenders agreeing to make the Facility available to the Borrower upon the terms and conditions of the Loan Agreement and as a continuing security for the due and punctual payment of the Secured Indebtedness and the due and punctual performance and observance by the Borrower of all other provisions obligations of this Article VIIIthe Borrower contained in the Loan Agreement or any Security Document to which it is a party, all Confidential Information disclosed by a Party or its Affiliates in connection each of the Sponsors hereby unconditionally and irrevocably undertakes with the Collaboration Facility Agent that: (a) it will use its best efforts to procure that the Borrower shall proceed with, and complete, the Installation in accordance with the EPC Contract and the Installation Plan and any other requirements of the Loan Agreement and that the Project Completion Date shall occur on or under this before the Scheduled Completion Date, provided that its obligation to advance, or otherwise make available funds to the Borrower in respect of such obligation shall be limited as set forth in paragraphs (b) and (c) below; (b) from time to time upon the Borrower or the Facility Agent having determined in accordance with the Loan Agreement that a Cost Overrun has occurred or is likely to occur it will pay to or procure that there be maintained in confidence and otherwise safeguarded paid to the Borrower by way of further equity contribution to the Borrower, an amount equal to its Relevant Percentage of each payment required to be made by the recipient Party. The recipient Party may only use Borrower on account of Installation Costs which the Borrower is not able or entitled to fund from its own resources or by means of any advance under any Subordinated Loan Agreement or an Advance under the Facility, such Confidential Information for payments by the purposes Sponsors to be made in such amounts and at such times as shall be necessary to ensure that (assuming each of this Agreement and pursuant the Sponsors makes its respective payment hereunder) the Borrower is able to satisfy those Installation Costs immediately upon their becoming due; (c) it will pay to or procure that there be paid to the rights granted Borrower, from time to time, an amount equal to its Relevant Percentage of each sum required by the Borrower to meet any Working Capital Deficit and, for this purpose "Working Capital Deficit" means, for any relevant period, any amount by which the payment obligations of the Borrower (other than under the Loan Agreement or any Subordinated Loan Agreement) during that period exceed the funds available to the recipient Party under this Agreement. Subject Borrower to the other provisions of this Article VIII, each Party will hold as confidential satisfy such Confidential Information of the other Party or its Affiliates in the same manner and with the same protection as such recipient Party maintains its own confidential information (but in no event will it exercise less than reasonable care with CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. respect to such Confidential Information). Subject to the other provisions of this Article VIII, a recipient Party may only disclose Confidential Information of the other Party to employees, agents, contractors, consultants, and advisers of the recipient Party and its Affiliates, licensees and sublicensees and to Third Parties to the extent reasonably necessary for the purposes of, and for those matters undertaken pursuant to, this Agreement; outgoings during that period provided that such Persons are bound to maintain the confidentiality of the Confidential Information in a manner consistent with the confidentiality provisions of this Agreement. The Parties acknowledge that Confidential Information has been exchanged between the Parties no Working Capital Deficit shall arise prior to the Effective first Actual Completion Date pursuant (as defined in the Operation and Offtake Contract) to the Confidentiality Agreement. The Parties agree that as occur of either Unit of the Effective Date the Confidentiality Agreement is hereby terminated without further force and effect and is superseded by this Article VIII, and all obligations between the Parties relating to all such Confidential Information exchanged before the Effective Date will be governed by this Article VIII.Power Plant;