Exhibit (d)(3)
CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT
THIS CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT (the “Agreement”) is entered into and effective as of April 8, 2026 (the “Effective Date”) by Forte Biosciences, Inc., a Delaware Corporation (the “Company”), with registered office at 3060 Pegasus Park Dr. Building 6 Dallas, TX 75247, USA, and argenx BV (the “Receiving Party”), with registered office at Industriepark 7, Zwijnaarde-Gent, 9052, Belgium.
The Company desires to disclose to the Receiving Party certain of its non-public information for the purpose set forth below and the Receiving Party has agreed to the restrictions set forth herein:
NOW THEREFORE, the parties hereby agree as follows:
1. Purpose of Agreement. This Agreement is being entered into by the Parties for the purpose of permitting the Parties to evaluate a possible working relationship in connection with the Company’s business involving research and development of FB102 and the content of the letter agreement, dated April 8, 2026, by and between the Company and the Receiving Party (the “Letter Agreement”) (the “Purpose”). During the course of the Agreement, the Company may disclose certain Confidential or Proprietary Information (as defined below), whether now existing or currently under development, to the Receiving Party.
2. Confidential or Proprietary Information. As used in this Agreement, the term “Confidential or Proprietary Information” shall mean all confidential or proprietary information or materials of the Company, whether disclosed in writing, orally, or visually, including, without limitation, (i) technology, Inventions, concepts, drawings, designs, discoveries, improvements, patents, patent applications, specifications, trade secrets, prototypes, processes, notes, memoranda and reports, or (ii) visual representations concerning past, present or future research, technology, know-how, and concepts, or (iii) computer programs, software code, written documentation, products, information on vendors, members, customers, prospective customers, employees and prospective employees, market research, sales and marketing plans, distribution arrangements, financial statements, financial information, financing strategies and opportunities and business plans, all of which relate directly or indirectly to the Company’s products, services or business, or (iv) and all record bearing media containing or disclosing the foregoing information, including business plans, patents and patent applications, grant applications, notes, and memoranda, whether in writing or presented, stored or maintained in or by electronic, magnetic, or other means. “Inventions” means ideas, discoveries, inventions, developments and improvements, whether or not reduced to practice and whether or not patentable, including any invention, writing, trade name, trademark, service mark or any other material registered or otherwise protected or able to be protected under state, federal or foreign patent, trademark, copyright, or similar laws. Confidential or Proprietary Information, as defined above, shall be marked or identified by the Disclosing Party in writing as being “confidential” or “proprietary” and, if disclosed orally, shall be confirmed in writing and designated “confidential” or “proprietary” ultimately within 30 calendar days following the disclosure. In addition, the contents of the Letter Agreement shall be “Confidential Information”.
3. Use and Handling of Confidential or Proprietary Information. The Receiving Party shall keep Confidential or Proprietary Information confidential, shall use such information solely for the Purpose stated above, and shall not disclose to any persons or entities, other than its Representatives (as defined below), any of the Confidential or Proprietary Information without the prior written consent of the Company. If the Receiving Party is an employer, partner, member, consultant, advisor, owner or affiliate with others, then the Receiving Party shall make the Confidential or Proprietary Information available only to its affiliates and its and its affiliates employees, directors, managers, officers, partners, owners, members, consultants or advisors (the “Representatives”) who have an objective need for such information, provided that the Receiving Party has informed all such Representatives of the Receiving Party’s obligations under this Agreement and such Representatives have agreed in writing to be bound by the terms of this Agreement, either by means of an agreement directly with the Company or pursuant to an agreement with the Receiving Party which restricts the use of the Confidential or Proprietary Information received as a Representative of the Receiving Party. In accepting any Confidential or Proprietary Information disclosed to the Receiving Party hereunder, the Receiving Party agrees to preserve the confidentiality of such information with at least the same degree of care as that taken by the Receiving Party to preserve and protect its own confidential or proprietary information. The Receiving Party agrees to maintain adequate safeguards and procedures to prevent the theft, loss or dissemination of any of the Confidential or Proprietary
