Permitted Disclosure and Use. The Receiving Party shall have the right to disclose Confidential Information if, # in the reasonable opinion of the Receiving Party’s legal counsel, such disclosure is required by any Applicable Laws, provided that the Receiving Party gives adequate prior notice of such disclosure to the Disclosing Party and the Receiving Party uses commercially reasonable efforts to seek confidential treatment of such Confidential Information and to limit the required disclosure to only that which is required; or # a court, tribunal, administrative agency or other Governmental Authority orders such disclosure, provided that the Receiving Party gives adequate prior notice of such disclosure to the Disclosing Party to permit the Disclosing Party to intervene and to request protective orders or other confidential treatment and to limit the scope of any potential disclosure. The Receiving Party will cooperate reasonably with any such efforts by the Disclosing Party. Furthermore, notwithstanding any other provision of this Agreement, each Party may disclose Confidential Information # as necessary in connection with any financing, merger, sublicensing or similar transaction, subject to confidentiality substantially similar to that required in this [Article 6], or as necessary to obtain legal or financial advice from its attorneys, and financial advisors who have an obligation of confidentiality to the Party; and # in connection with prosecuting or defending litigation, Regulatory Approvals, Pricing Approvals and other regulatory filings and communications, and filing, prosecuting and enforcing the Licensed Patents in connection with the Party’s rights and obligations pursuant to this Agreement, where each Party will use reasonable efforts to seek protective orders or other applicable confidentiality, and seek to limit the scope of disclosure, as to any such uses. The Parties shall also be permitted to make disclosures consistent with, and pursuant to, [Sections 11.1 and 11.2]2].

Permitted Disclosure and Use. The Receiving Party shall have the right to disclose Confidential Information if, # in the reasonable opinion of the Receiving Party’s legal counsel, such disclosure is required by any Applicable Laws,Laws (including the rules of any stock exchange); provided that the Receiving Party gives adequate prior notice of such disclosure to the Disclosing Party and the Receiving Party uses commercially reasonable effortsCommercially Reasonable Efforts to seek confidential treatment of such Confidential Information and to limit the required disclosure to only that which is required;Information; or # a court, tribunal, administrative agency or other Governmental Authority orders such disclosure, provided that the Receiving Party gives adequate prior notice of such disclosure to the Disclosing Party to permit the Disclosing Party to intervene and to request protective orders or other confidential treatment and to limit the scope of any potential disclosure.treatment. The Receiving Party will cooperate reasonably with any such efforts by the Disclosing Party. Furthermore, notwithstanding any other provision of this Agreement, each PartyArcus may disclose Confidential Information # as necessary in connection with any financing, merger, sublicensing or similar transaction, subject to enforceable obligations of confidentiality substantially similar to that required in this [Article 6],and non-use at least as restrictive as those set forth herein, or as necessary to obtain legal or financial advice from its attorneys, accountants and legal or financial advisors who have an obligation of confidentiality to the Party; and # as necessary in connection with prosecuting or defending litigation, Regulatory Approvals, Pricing Approvals and other regulatory filings and communications, and filing, prosecuting and enforcing the Licensed Patents in connection with the Party’Arcus’s rights and obligations pursuant to this Agreement, wherein each Party will usecase under this [clause (b)], subject to reasonable efforts to seeklimit public disclosure, including the seeking of protective orders or other applicable confidentiality, and seek to limit the scope of disclosure, as to any such uses.orders. The Parties shall also be permitted to make disclosures consistent with, and pursuant to, [Sections 11.1 and 11.2]2].

Confidentiality Obligations. The Receiving Party shall havetreat as confidential all of the right to discloseDisclosing Party’s Confidential Information if, # inand shall not use such Confidential Information except as expressly permitted under this Agreement or other agreements entered into between the reasonable opinion ofParties. Without limiting the Receiving Party’s legal counsel, such disclosure is required by any Applicable Laws, provided thatforegoing, the Receiving Party gives adequate prior noticeshall use the same degree of suchcare and means that it utilizes to protect its own information of a similar nature, but in any event not less than reasonable care and means, to prevent the unauthorized use or the disclosure to the Disclosing Party and the Receiving Party uses commercially reasonable efforts to seek confidential treatment of such Confidential Information and to limit the required disclosurethird parties. The Confidential Information may be disclosed only to only that which is required;employees, contractors, permitted assignees or # a court, tribunal, administrative agency or other Governmental Authority orders such disclosure, provided thatsublicensees of the Receiving Party gives adequate prior notice of such disclosurewith a reasonable “need to know’’ and who are instructed and agree not to disclose the Confidential Information and not to use the Confidential Information for any purpose, except as set forth herein. Nothing in this Agreement shall prevent the Receiving Party from disclosing Confidential Information to the Disclosing Party to permitextent the Disclosing Party to intervene and to request protective orders or other confidential treatment and to limit the scope of any potential disclosure. The Receiving Party will cooperate reasonably withis legally compelled to do so by any governmental investigative or judicial agency pursuant to proceedings over which such efforts by the Disclosing Party. Furthermore, notwithstanding any other provision of this Agreement, each Party may disclose Confidential Information # as necessary in connection with any financing, merger, sublicensingagency has jurisdiction, or similar transaction, subject to confidentiality substantially similar to that required in this [Article 6], or as necessary to obtain legal or financial advice from its attorneys, and financial advisors who have an obligation of confidentiality to the Party; and # in connection with prosecuting or defending litigation, Regulatory Approvals, Pricing Approvals and other regulatory filings and communications, and filing, prosecuting and enforcing the Licensed Patents in connection with the Party’requirements of an initial public offering or securities filing; provided, however, that prior to any such disclosure, the Receiving Party shall # assert the confidential nature of the Confidential Information to the agency, # immediately notify the Disclosing Party in writing of the agency’s rightsorder or request to disclose, and obligations pursuant to this Agreement, where each# cooperate fully with the Disclosing Party will use reasonable efforts to seekin protecting against any such disclosure and/or obtaining a protective orders or other applicable confidentiality, and seek to limitorder narrowing the scope of disclosure, as to any such uses. The Parties shall also be permitted to make disclosures consistent with,the compelled disclosure and pursuant to, [Sections 11.1 and 11.2]2].protecting its confidentiality.

Authorized Disclosure. Except as otherwise provided herein, a Receiving Party shall have the right tomay use and disclose Confidential Information if, # in the reasonable opinion of the Receiving Party’s legal counsel, such disclosure is required by any Applicable Laws, provided that the Receiving Party gives adequate prior notice of such disclosureDisclosing Party: # under appropriate confidentiality provisions substantially equivalent to the Disclosing Party and the Receiving Party uses commercially reasonable efforts to seek confidential treatment of such Confidential Information and to limit the required disclosure to only that which is required; or # a court, tribunal, administrative agency or other Governmental Authority orders such disclosure, provided that the Receiving Party gives adequate prior notice of such disclosure to the Disclosing Party to permit the Disclosing Party to intervene and to request protective orders or other confidential treatment and to limit the scope of any potential disclosure. The Receiving Party will cooperate reasonably with any such efforts by the Disclosing Party. Furthermore, notwithstanding any other provision of this Agreement, each Party may disclose Confidential Information # as necessary in connection with any financing, merger, sublicensing or similar transaction, subject to confidentiality substantially similar to that requiredthose in this [Article 6], or as necessary to obtain legal or financial advice from its attorneys, and financial advisors who have an obligation of confidentiality to the Party; and # in connection with prosecuting or defending litigation, Regulatory Approvals, Pricing Approvals and other regulatory filings and communications, and filing, prosecuting and enforcing the Licensed PatentsAgreement, in connection with the Party’performance of its obligations or exercise of rights granted or reserved in this Agreement; # to existing or prospective advisors, collaborators, (sub)licensees, partners or joint venturers, in each case under appropriate confidentiality provisions substantially equivalent to those of this Agreement; and as # reasonably required under the circumstances, to a third party in connection with a change in ownership or management of the Receiving Party. In each of these authorized disclosures, the Receiving Party shall remain responsible for any failure by any person or entity who receives the Confidential Information from the Receiving Party under this [Article 14] to treat such Confidential Information as required under this [Article 14]. Either Party may disclose this Agreement and any Work Orders as reasonably necessary to comply with that Party’s rightsobligations under applicable securities law or regulations or per the rules of the U.S. Securities and obligations pursuant to this Agreement, where each Party will use reasonable efforts to seek protective ordersExchange Commission or any other applicable confidentiality, and seek to limit the scope of disclosure, as to any such uses. The Parties shall also be permitted to make disclosures consistent with, and pursuant to, [Sections 11.1 and 11.2]2].securities exchange or similar organization.

Exceptions. Notwithstanding the foregoing obligations of confidentiality and Use. The Receivingrestrictions on use, the receiving Party shallmay disclose the disclosing Party’s Confidential Information: # to the receiving Party’s employees, agents, or independent contractors who # have the righta need to discloseknow such Confidential Information if,to assist the receiving Party or act on its behalf in accordance with the terms of this Agreement; and # are bound by obligations of confidentiality and non-disclosure at least as restrictive as those set forth in the reasonable opinion of the Receiving Party’s legal counsel, such disclosure is required by any Applicable Laws,[Section 6.1]; provided that the Receivingreceiving Party gives adequate priorshall ensure compliance with, and be liable for any breach of, [Section 6.1] by any such employees, agents, or independent contractors; # to the extent necessary to comply with a court order or other applicable Law, including regulations promulgated by security exchanges; provided that the receiving Party shall, to the extent legally permissible and practicable, provide prompt notice of such disclosure to the Disclosing Party and the Receiving Party uses commercially reasonable efforts to seek confidential treatment of such Confidential Information and to limit the required disclosure to only that which is required; or #ethe disclosing Party and cooperate, at the other Party’s sole cost and expense, with the disclosing Party’s efforts to obtain a court, tribunal, administrative agencyprotective order, confidential treatment, or other Governmental Authority orderslimitation on such disclosure, provided that the Receiving Party gives adequate prior notice of such disclosurerequired disclosure; and # to actual or prospective acquirers, licensees (including sublicensees), investors, lenders, and other financial or commercial partners (and to their respective advisors, agents, and representatives) to the Disclosing Party to permit the Disclosing Party to intervene and to request protective ordersextent reasonably necessary for evaluating or other confidential treatment and to limit the scope of any potential disclosure. The Receiving Party will cooperate reasonablycarrying out a transaction with any such efforts by the Disclosing Party. Furthermore, notwithstanding any other provision of this Agreement,Persons, in each Party may disclose Confidential Information # as necessary in connection with any financing, merger, sublicensing or similar transaction, subject to confidentiality substantially similar to that required in this [Article 6], or as necessary to obtain legal or financial advice from its attorneys, and financial advisors who have an obligationcase under written obligations of confidentiality to the Party; and #non-disclosure at least as restrictive as those set forth in connection with prosecuting or defending litigation, Regulatory Approvals, Pricing Approvals and other regulatory filings and communications, and filing, prosecuting and enforcing the Licensed Patents in connection with the Party’s rights and obligations pursuant to this Agreement, where each Party will use reasonable efforts to seek protective orders or other applicable confidentiality, and seek to limit the scope of disclosure, as to any such uses. The Parties shall also be permitted to make disclosures consistent with, and pursuant to, [Sections 11.1 and 11.2]2][Section 6.1].

Compelled Disclosure. Notwithstanding the foregoing limitations on disclosure, the Receiving Party may disclose such Confidential Information of the disclosing Party as is required by any law, rule, regulation, order, decision, decree, subpoena or other legal process to be disclosed, provided that, the Receiving Party first shall notify the disclosing Party (if permitted by law) of such request, and Use.permit the disclosing Party to intervene in any relevant proceedings to protect its interests in the Confidential Information. The Receiving Party shall havecooperate with the rightdisclosing Party and provide reasonable assistance to disclose Confidential Information if, #the disclosing Party in the reasonable opinion of the Receiving Party’s legal counsel,seeking to obtain such disclosure is required byprotection. In any Applicable Laws, provided thatevent, the Receiving Party gives adequate prior noticeshall only disclose that portion of such disclosure to the Disclosing Party and the Receiving Party uses commercially reasonable efforts to seek confidential treatment of such Confidential Information andthat it is reasonably required to limit the required disclosure to only that which is required; or # a court, tribunal, administrative agency or other Governmental Authority orders such disclosure, provided that the Receiving Party gives adequate prior notice of such disclosure to the Disclosing Party to permit the Disclosing Party to intervene and to request protective orders or other confidential treatment and to limit the scope of any potential disclosure. The Receiving Party will cooperate reasonably with any such efforts by the Disclosing Party. Furthermore, notwithstanding any other provision of this Agreement, each Party may disclose Confidential Information # as necessary in connection with any financing, merger, sublicensing or similar transaction, subject to confidentiality substantially similar to that required in this [Article 6], or as necessary to obtain legal or financial advice from its attorneys, and financial advisors who have an obligation of confidentiality to the Party; and # in connection with prosecuting or defending litigation, Regulatory Approvals, Pricing Approvals and other regulatory filings and communications, and filing, prosecuting and enforcing the Licensed Patents in connectioncomply with the Party’s rights and obligations pursuant to this Agreement, where each Party will use reasonable efforts to seek protective ordersorder or other applicable confidentiality, and seek to limit the scope of disclosure, as to any such uses. The Parties shall also be permitted to make disclosures consistent with, and pursuant to, [Sections 11.1 and 11.2]2].Applicable Law.

The Receiving Party shall have the right tomay disclose Confidential Information if, # in the reasonable opinionas required to comply with binding orders of the Receiving Party’s legal counsel, such disclosure is required by any Applicable Laws,governmental entities that have jurisdiction over it, provided that the Receiving Party # gives adequate prior notice of such disclosure to the Disclosing Party reasonable notice (to the extent permitted by law) to allow the Disclosing Party to seek a protective order or other appropriate remedy, # discloses only such information as is required by the governmental entity, and the Receiving Party# uses commercially reasonable efforts to seekobtain confidential treatment of suchfor any Confidential Information and to limit the required disclosure to only that which is required; or # a court, tribunal, administrative agency or other Governmental Authority orders such disclosure, provided that the Receiving Party gives adequate prior notice of such disclosure to the Disclosing Party to permit the Disclosing Party to intervene and to request protective orders or other confidential treatment and to limit the scope of any potential disclosure. The Receiving Party will cooperate reasonably with any such efforts by the Disclosing Party. Furthermore, notwithstanding any other provision of this Agreement, each Party may disclose Confidential Information # as necessary in connection with any financing, merger, sublicensing or similar transaction, subject to confidentiality substantially similar to that required in this [Article 6], or as necessary to obtain legal or financial advice from its attorneys, and financial advisors who have an obligation of confidentiality to the Party; and # in connection with prosecuting or defending litigation, Regulatory Approvals, Pricing Approvals and other regulatory filings and communications, and filing, prosecuting and enforcing the Licensed Patents in connection with the Party’s rights and obligations pursuant to this Agreement, where each Party will use reasonable efforts to seek protective orders or other applicable confidentiality, and seek to limit the scope of disclosure, as to any such uses. The Parties shall also be permitted to make disclosures consistent with, and pursuant to, [Sections 11.1 and 11.2]2].so disclosed.

Permitted Disclosure and Use.Disclosures. The Receiving Party shall havemay disclose the right to discloseDisclosing Party’s Confidential Information if, # inas expressly permitted by this Agreement, or if and to the reasonable opinion of the Receiving Party’s legal counsel,extent such disclosure is required by any Applicable Laws, provided that the Receiving Party gives adequate prior notice of such disclosure to the Disclosing Party and the Receiving Party uses commercially reasonable efforts to seek confidential treatment of such Confidential Information and to limit the required disclosure to only that which is required; or # a court, tribunal, administrative agency or other Governmental Authority orders such disclosure, provided that the Receiving Party gives adequate prior notice of such disclosure to the Disclosing Party to permit the Disclosing Party to intervene and to request protective orders or other confidential treatment and to limit the scope of any potential disclosure. The Receiving Party will cooperate reasonably with any such efforts by the Disclosing Party. Furthermore, notwithstanding any other provision of this Agreement, each Party may disclose Confidential Information # as necessary in connection with any financing, merger, sublicensing or similar transaction, subject to confidentiality substantially similar to that required in this [Article 6], or as necessary to obtain legal or financial advice from its attorneys, and financial advisors who have an obligation of confidentiality to the Party; and # in connection with prosecuting or defending litigation, Regulatory Approvals, Pricing Approvals and other regulatory filings and communications, and filing, prosecuting and enforcing the Licensed Patents in connection with the Party’s rights and obligations pursuant to this Agreement, where each Party will use reasonable efforts to seek protective orders or other applicable confidentiality, and seek to limit the scope of disclosure, as to any such uses. The Parties shall also be permitted to make disclosures consistent with, and pursuant to, [Sections 11.1 and 11.2]2].following instances:

The Receiving Party shall haveParties recognize that, in connection with the right to disclose Confidential Information if, # in the reasonable opinion of the Receiving Party’s legal counsel, such disclosure is required by any Applicable Laws, provided that the Receiving Party gives adequate prior notice of such disclosure to the Disclosing Party and the Receiving Party uses commercially reasonable efforts to seek confidential treatment of such Confidential Information and to limit the required disclosure to only that which is required; or # a court, tribunal, administrative agency or other Governmental Authority orders such disclosure, provided that the Receiving Party gives adequate prior notice of such disclosure to the Disclosing Party to permit the Disclosing Party to intervene and to request protective orders or other confidential treatment and to limit the scope of any potential disclosure. The Receiving Party will cooperate reasonably with any such efforts by the Disclosing Party. Furthermore, notwithstanding any other provisionperformance of this Agreement, each Party (in such capacity, the “Disclosing Party”) may disclose “Confidential Information” (as defined below) to the other Party (the “Receiving Party”). For purposes of this Agreement, the term “Confidential Information” means # proprietary information (whether owned by the Disclosing Party or a third party to whom the Disclosing Party owes a non-disclosure obligation) regarding the Disclosing Party’s business or # information which is marked as confidential at the time of disclosure to the Receiving Party, or if in oral form, is identified as confidential at the time of oral disclosure and reduced in writing or other tangible (including electronic) form including a prominent confidentiality notice and delivered to the Receiving Party within 10 days of disclosure or # technical information including but not limited to source code, documents, and product plans. “Confidential Information” shall not include information which: # was known to the Receiving Party at the time of the disclosure by the Disclosing Party; # has become publicly known through no wrongful act of the Receiving Party; # has rightfully been received by the Receiving Party from a third party without breach of this provision; or # has been independently developed by the Receiving Party without using any Confidential Information of the other Party. The Receiving Party agrees # as necessarynot to use any such Confidential Information for any purpose other than in the performance of its obligations under this Agreement or any Transaction Document and # not to disclose any such Confidential Information, except # to its employees who are reasonably required to have the Confidential Information in connection herewith or with any financing, merger, sublicensing or similar transaction, subjectof the other Transaction Documents, # to confidentiality substantially similarits agents, representatives, lawyers and other advisers that have a need to that required in this [Article 6], or as necessary to obtain legal or financial advice from its attorneys,know such Confidential Information and financial advisors who have an obligation of confidentiality# pursuant to, and to the Party;extent of, a request or order by a Governmental Authority. The Receiving Party agrees to take all reasonable measures to protect the secrecy and # in connection with prosecutingconfidentiality of, and avoid disclosure or defending litigation, Regulatory Approvals, Pricing Approvals and other regulatory filings and communications, and filing, prosecuting and enforcingunauthorized use of, the Licensed Patents in connection with the Party’Disclosing Party’s rights and obligations pursuant to this Agreement, where each Party will use reasonable efforts to seek protective orders or other applicable confidentiality, and seek to limit the scope of disclosure, as to any such uses. The Parties shall also be permitted to make disclosures consistent with, and pursuant to, [Sections 11.1 and 11.2]2].Confidential Information.