Exhibit (d)(3)


(the “OK”) is made as of March 22, 2022 (the “Effective date”), by and between LA JOLLA PHARMACEUTICAL COMPANY (“LA JOLLA”), a Delaware corporation, whose principal place of business is at 201 Jones Road, Suite 400, Waltham, Massachusetts 02451, USA, and INNOVIVA, INC. (“COMPANY”),
with offices located at 1350 Old Bayshore Highway, Suite 400, Burlingame, CA 94010, USA. La Jolla and Company may be referred to herein individually as a “To partyand collectively as “Parties.”

WHEREAS the parties are interested in discussing a possible commercial transaction (a “Transaction“), and in doing so may disclose or make available to the other certain confidential and proprietary information and materials regarding their respective businesses, and neither party is willing to pursue such discussions unless they have an agreement limiting further disclosure or use of Confidential Information as defined below.

NOW, THEREFORE, in view of the mutual promises contained herein, the parties hereto agree as follows:

1. Confidential information. “Confidential information” will mean everything
not public or proprietary information, data and knowledge (whether written, oral, electronic, graphic, on the Web, or in machine-readable form) supplied, provided or disclosed directly or indirectly by a Party or any of its subsidiaries or affiliates (the “Disclosure Party”) to the other party or any of its subsidiaries or affiliates (the “receiving party”) in connection with a Transaction, including, without limitation: (i) proprietary scientific data or information, designs, plans, specifications, flow charts, techniques, methods, processes, procedures, biotechnology purchases, clinical procedures, standard operating procedures, formulas, discoveries, inventions, improvements, charts, diagrams, graphs, models, sketches, writings and any other information, data or knowledge; (ii) all technical data, research, experimental results and information; (iii) all trade secrets and other ideas, inventions, concepts, patent applications, know how and methodologies and all proprietary information related to current and future products; (iv) all financial information and data, pricing, marketing strategies, business methods, product plans, standard operating procedures, budgets, forecasts, customer lists, vendor information, information discovered during an audit and other inside information; (v) third party information that the disclosing party is required to keep confidential; (vi) the existence of this Agreement and any discussion or negotiation between the Parties regarding a Transaction; (vii) information designated as confidential or which, having regard to the nature of the information or the circumstances surrounding its disclosure, should reasonably be regarded as confidential; and (viii) all documents of any kind prepared by the Receiving Party or others for the Receiving Party containing or reflecting any part of the Disclosing Party’s Confidential Information.

2. Exclusions. Confidential Information shall not include, as evidenced by contemporaneous written records of the Receiving Party or its representatives or otherwise sufficiently substantiated, information that: (i) is now in the public domain or later enters the public domain (other than as a result of a breach of this Agreement); (ii) was obtained on a Not confidential by the Receiving Party or its Representatives from a source other than the Disclosing Party without the knowledge of the Receiving Party that such source is in breach of any obligation to the Disclosing Party; (iii) was in the possession of the Receiving Party or its Representatives prior to being provided to the Receiving Party hereunder, provided that the source of such information is not known to the Receiving Party to be bound by any confidentiality agreement with or other continuing, legal agreements or fiduciary duty of confidentiality to the disclosing party; or (iv) was independently developed by or for the Receiving Party or its Representatives without use of or reference to the Disclosing Party’s Confidential Information.

3. Use of confidential information. Each party agrees to use Confidential Information received from the other party only (i) to assess a transaction, and (ii) to pursue, negotiate, and document a transaction after the parties have agreed, and for no other purpose. The Receiving Party will take all commercially reasonable steps to prevent the unauthorized disclosure, dissemination or use of the Confidential Information, including, at a minimum, those steps it takes to protect its own Confidential Information.

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