“Affiliates” means, with respect to a Party, any other entity or entity that directly or indirectly controls, is controlled by, or is under common control with the Party, wherein “control” means (a) direct or indirect ownership of more than fifty percent (50%) (or such lesser percentage as is the maximum allowed to be owned by a foreign corporation in a particular jurisdiction) of the voting rights or equity in the Party or the person or entity (as the case may be), or (b) possession of the power to direct or cause the direction of the management and policies of the Party or the person or entity (as the case may be), whether through the ownership of voting securities, by contract, or otherwise. For purposes of this Agreement, Tang Capital Management, LLC’s Affiliates include, but are not limited to, Tang Capital Partners, LP and Concentra Biosciences, LLC, a wholly owned subsidiary of Tang Capital Partners, LP.

“Confidential Information” means all information and materials of a confidential, secret or proprietary nature disclosed by or on behalf of ITEOS to Recipient either directly or indirectly, in writing, orally or by inspection of tangible objects, including, but not limited to, proprietary or confidential information, documentation or other material whatsoever regarding incorporation, business plan, targets and research programs, clinical trials, business model and strategy, financing and funding, including but not limited to processes, trade secrets, methods, assets, analytical methods, procedures and techniques, procedures manuals, models of documents, personnel data, performance data, computer technical expertise and software. Confidential Information may also include information obtained by ITEOS from its collaborators, customers, suppliers, vendors or other third parties who have entrusted their confidential information to the ITEOS. The term “Confidential Information” shall include, without limitation, all notes, analyses, compilations, studies, interpretations, oral discussions or other documents prepared by Recipient or its Representatives that contain, reflect or are based upon, in whole or in part, the information furnished to Recipient or its Representatives pursuant hereto. “Confidential Information” shall also include the fact that discussions or negotiations are taking place concerning the Purpose, as well as the terms, conditions and other known facts with respect to the Purpose, including the status thereof and the fact that the Confidential Information has been made available.

“Purpose“ means discussions related to a potential negotiated acquisition of or investment in ITEOS by Recipient.

keep absolutely secret and confidential, and not disclose to any third party any Confidential Information, except to any of its or its Affiliates’ employees, consultants or legal advisors (“Representatives”) who have a specific need to know such information in order to advise Recipient for the Purpose and who are bound by written or professional obligations of confidentiality and restrictions on use at least as stringent as those set forth in this Agreement; and

use the Confidential Information exclusively for the Purpose and for no other use or purpose; and

inform all Representatives who have access to Confidential Information of the confidential nature thereof; and

be responsible for the actions and inactions of all Representatives who have access to Confidential Information as if those actions and inactions were of Recipient.

was known by Recipient or generally available to the public prior to the date of disclosure; or

subsequent to disclosure by ITEOS hereunder enters the public domain through no fault of Recipient; or

is obtained by Recipient, free of any obligations of confidentiality, from a third party who has a lawful right to disclose it; or

is independently developed by Recipient without the benefit of Confidential Information of ITEOS supplied, as evidenced by Recipient’s contemporaneous written records or other competent evidence.

Recipient acknowledges that for the purposes of applicable data protection laws, including, without limitation, the General Data Protection Regulation (‘GDPR’), it is a ‘controller’ as defined by the GDPR.

Recipient shall comply with its obligations under the GDPR, including, but not limited to:

Obtaining all necessary consents or establishing such other legal basis as may be required under the GDPR to enable the processing of Personal Data for the purposes of the Agreement;

Providing all necessary transparency information as may be required under the GDPR for the performance of the Agreement; and

Complying with the principles and all other applicable requirements of the GDPR (including in relation to data transfers) in relation to all Personal Data processed in the performance of the Agreement.

Breach of this Section shall be deemed a material breach of the terms of the Agreement.

For purposes of this Section, “Personal Data” means any data related to an identified or identifiable individual in accordance with any applicable laws on data protection, including without limitation, the GDPR, which ITEOS makes available to Recipient. For the avoidance of doubt, Personal Data includes: (i) any data or information subject to any data privacy laws applicable to the processing under the Agreement; (ii) any non-public personal data, such as national identification number, passport number, social security number, driver’s license number; (iii) any health or medical information, such as insurance information, medical prognosis or treatment, diagnosis information or genetic information; including coded clinical trial patient data; (iv) any financial personal information, such as a policy number, credit card number and/or bank account number; and/or (v) sensitive personal data, such as mother’s maiden name, race, religion, marital status, disability, information making up a personality profile, trade union memberships or sexuality.

ITEOS shall obtain appropriate consents or provide sufficient privacy notices or equivalent, as applicable, to any individuals whose Personal Data is made available to Recipient.