Additional Obligations. In furtherance of the Receiving Party’s obligations under Section 11.1 hereof, the Receiving Party shall take all appropriate steps and shall implement all appropriate safeguards, to prevent the unauthorized use or disclosure of any of the Disclosing Party’s Confidential Information available to any Third Party, without the prior written authorization of the Disclosing Party. Without limiting the generality of this Section 11.2, the Receiving Party may disclose any of the Disclosing Party’s Confidential Information without the Disclosing Party’s prior written authorization only to those of the Receiving Party’s officers, employees, agents, consultants, licensees, potential licensees and financial investors that have need to know the Disclosing Party’s Confidential Information, in order for the Receiving Party to exercise its rights and perform its obligations under this Agreement, and only if such officers agents, consultants, licensees, potential licensees and financial investors have executed appropriate non‑disclosure agreements containing substantially similar terms regarding confidentiality, as those set out in this Agreement, or are otherwise bound by obligations of confidentiality effectively prohibiting the unauthorized use of the Disclosing Party’s Confidential Information. In particular, Bioeq shall be entitled to disclose a ​ redacted copy of this Agreement to ​ (such redacted copy to be approved in writing by Licensee prior to provision to ​) in order to obtain ​’s approval to this Agreement, as required under the ​ Agreement. The Receiving Party shall furnish the Disclosing Party with immediate written notice of any unauthorized use or disclosure of any of the Disclosing Party’s Confidential Information and shall take all actions that the Disclosing Party reasonably requests in order to prevent any further unauthorized use or disclosure of the Disclosing Party’s Confidential Information.

Confidentiality Obligation. Each party that receives Confidential Information (in such capacity the “Receiving Party”) from the other party (in such capacity the “Disclosing Party”) shall hold such Confidential Information of the Disclosing Party in strict confidence. The Receiving Party shall have the limited right to use the Confidential Information only for the purposes of fulfilling its commitments and obligations to the Disclosing Party under this Agreement and for no other purpose. Except as permitted in the foregoing sentence or by prior written consent of the Disclosing Party, the Receiving Party shall not use, disclose or distribute to any person, firm or entity any Confidential Information and shall not permit any person, firm or entity to use, disclose or distribute any Confidential Information; provided that the Receiving Party may disclose or distribute such Confidential Information to the following: # its officers, employees and directors who have a business need to know such Confidential Information; and # its attorneys, accountants, consultants, agents, independent contractors or professional advisors (the “Receiving Party Agents”) who # have a business need to know such Confidential Information and # are subject to fiduciary, professional or written obligations of confidentiality substantially similar to, and no less restrictive than, the obligations set forth herein. The Receiving Party shall be responsible for ensuring that the Receiving Party Agents comply with the terms of this Agreement and shall remain ultimately responsible for the use, disclosure or distribution of Confidential Information by the Receiving Party Agents. Any failure by the Receiving Party Agents to comply with the terms hereof shall constitute a material breach of this Agreement by the Receiving Party. Except in connection with the purposes identified above, the Receiving Party shall not copy or otherwise reproduce, or permit to be copied or otherwise reproduced, all or any part of the Disclosing Party’s Confidential Information without the prior written consent of the Disclosing Party.

Restrictions on Use and Disclosure. The Receiving Party acknowledges the highly confidential and proprietary nature of the Disclosing Party’s Confidential Information and agrees, except as expressly authorized or permitted under this Agreement: # to hold such Confidential Information in confidence and to take all reasonable precautions to protect such Confidential Information against unauthorized use or disclosure (including, without limitation, all precautions the Receiving Party employs with respect to its own confidential materials of like kind); # not to divulge any such Confidential Information to any third person without the Disclosing Party’s prior written consent, except that the Receiving Party may disclose the Disclosing Party’s Confidential Information to its employees, contractors, agents or representatives having a bona fide need to know such Confidential Information and who are similarly bound by confidentiality and non-use obligations at least as restrictive as those set forth in this Agreement; and # not to make any use whatsoever of such Confidential Information, except as necessary to exercise its rights and/or perform its obligations and responsibilities hereunder.

Notwithstanding anything to the contrary in this Section 9.1, and subject to Section 8.3, the Receiving Party may disclose the Disclosing Party’s Confidential Information to its employees, consultants, agents or permitted sublicensees solely on a need-to-know basis for the purpose of fulfilling the Receiving Party’s obligations under this Agreement; provided, however, that # any such employees, consultants, agents or permitted sublicensees are bound by obligations of confidentiality at least as restrictive as those set forth in this Agreement, and # the Receiving Party remains liable for the compliance of such employees, consultants, agents or permitted sublicensees with such obligations. Each Receiving Party acknowledges that in connection with its and its representatives examination of the Confidential Information of the Disclosing Party, the Receiving Party and its representatives may have access to material, non-public information, and that the Receiving Party is aware, and will advise its representatives who are informed as to the matters that are the subject of this Agreement, that State and Federal laws, including United States securities laws, impose restrictions on the dissemination of such information and trading in securities when in possession of such information. Each Receiving Party agrees that it will not, and will advise its representatives who are informed as to the matters that are the subject of this Agreement to not, purchase or sell any security of the Disclosing Party on the basis of the Confidential Information to the extent such Confidential Information constitutes material non-public information about the Disclosing Party or such security.

For the Term and ​ years thereafter, the Party receiving (the “Receiving Party”) the Confidential Information of the other Party (the “Disclosing Party”) shall keep confidential and not publish, make available or otherwise disclose any Confidential Information to any Third Party, without the express prior written consent of the Disclosing Party; provided, however, the Receiving Party may disclose the Confidential Information to those of its Affiliates, officers, directors, employees, agents, consultants or independent contractors (including licensees and sublicensees) of such Receiving Party who need to know the Confidential Information in connection with exercising rights or performing obligations as contemplated by this Agreement or any other written agreement between the Parties and are bound by confidentiality and non-use obligations with respect to such Confidential Information consistent with those set forth herein; the Receiving Party shall remain responsible for the compliance by its Affiliates, officers, directors, employees, agents, consultants or independent contractors (including licensees and sublicensees) with such confidentiality and non-use obligations. The Receiving Party shall exercise at a minimum the same degree of care it would exercise to protect its own Confidential Information (and in no event less than a reasonable standard of care) to keep confidential the Confidential Information. The Receiving Party shall use the Confidential Information solely in connection with exercising rights or performing obligations as contemplated by this Agreement or any other written agreement between the Parties.