Common use of Confidential Information A Clause in Contracts

Confidential Information A. During and for a period of ten (10) years after the expiration or early termination of this Agreement, Institution and Principal Investigator shall retain in confidence all test articles and proprietary data and/or information obtained from Sponsor or generated pursuant to the Study including, but not limited to, the Protocol, the investigator's brochure, interim results and any other information or material disclosed under confidential disclosure agreements previously entered into between the parties ("Confidential Information"). This restriction shall not apply to Confidential Information that: (i) is or becomes public knowledge (through no fault of Institution or Principal Investigator); or (ii) is lawfully made available to Institution or Principal Investigator by an independent third party owing no obligation of confidential­ity to Sponsor with regard thereto (and such lawful right can be properly demonstrated by Institution or Principal Investigator); or (iii) is already in Institution's or Principal Investigator’s possession at the time of receipt from Sponsor (and such prior possession can be properly demonstrated by Institution or Principal Investigator); or (iv) is published in accordance with the express terms of this Agreement. B. Institution may disclose Confidential Information to the extent it is required by law, regulation, rule, act or order of any governmental authority or agency. To permit Sponsor an opportunity to intervene by seeking a protective order or other similar order, in order to limit or prevent disclosures of Confidential Information, Institution or Principal Investigator shall immediately notify Sponsor, in writing, if it is requested by a court order or a governmental authority or agency to disclose Confidential Information in Institution's or Principal Investigator’s possession and thereafter Institution or Principal Investigator shall disclose only the minimum Confidential Information required to be disclosed in order to comply, whether or not a protective order or other similar order is obtained by Sponsor. C. Subject to applicable legal and regulatory requirements, Institution and Principal Investigator agree to promptly return to Sponsor, upon its request, all Confidential Information obtained from Sponsor or belonging to Sponsor pursuant to this Agreement; provided, however, that Institution's legal counsel may retain one copy of Confidential Information in a secure location for purposes of identifying Institution's obligations under these confidentiality provisions. D. Institution and Principal Investigator shall limit disclosure of Confidential Information received hereunder to only those of its Study Staff who are bound by a written agreement with terms equivalent to or more stringent than this Agreement and who are directly involved with the Study and only on a need to know basis. Institution and Principal Investigator shall advise its Study Staff upon disclosure to them of any Confidential Information of the proprietary nature thereof and the terms and conditions of this Agreement and shall use all reasonable safeguards to prevent unauthorized use or disclosure by such Study Staff. Institution and Principal Investigator shall be responsible for any breach of these confidentiality provisions by its Study Staff. E. Institution and Principal Investigator acknowledge and expressly agree that any disclosure of Confidential Information in violation of this Agreement would be detrimental to Sponsor's business and cause it irreparable harm and damage. In accordance with applicable law and in addition to any other rights and remedies provided herein, Sponsor shall be entitled to seek equitable relief by way of injunction or otherwise where Sponsor believes a disclosure of Confidential Information in violation of this Agreement has occurred. F. Institution shall neither disclose to Sponsor nor induce Sponsor to use any secret or confidential information or material belonging to others, including other sponsors of other clinical trials.

Confidential Information A. During and for a period of ten (10) years after the expiration or early termination of this Agreement, Institution and Principal Investigator shall retain in confidence all test articles and proprietary data and/or information obtained from Sponsor or generated pursuant to the Study including, but not limited to, the Protocol, the investigator's brochure, interim results and any other information or material disclosed under confidential disclosure agreements previously entered into between the parties ("Confidential Information"). This restriction shall not apply to Confidential Information that: (i) is or becomes public knowledge (through no fault of Institution or Principal Investigator); or (ii) is lawfully made available to Institution or Principal Investigator by an independent third party owing no obligation of confidential­ity confidentiality to Sponsor with regard thereto (and such lawful right can be properly demonstrated by Institution or Principal Investigator); or (iii) is already in Institution's or Principal Investigator’s possession at the time of receipt from Sponsor (and such prior possession can be properly demonstrated by Institution or Principal Investigator); or (iv) is published in accordance with the express terms of this Agreement. B. Institution may disclose Confidential Information to the extent it is required by law, regulation, rule, act or order of any governmental authority or agency. To permit Sponsor an opportunity to intervene by seeking a protective order or other similar order, in order to limit or prevent disclosures of Confidential Information, Institution or Principal Investigator shall immediately notify Sponsor, in writing, if it is requested by a court order or a governmental authority or agency to disclose Confidential Information in Institution's or Principal Investigator’s possession and thereafter Institution or Principal Investigator shall disclose only the minimum Confidential Information required to be disclosed in order to comply, whether or not a protective order or other similar order is obtained by Sponsor. C. Subject to applicable legal and regulatory requirements, Institution and Principal Investigator agree to promptly return to Sponsor, upon its request, all Confidential Information obtained from Sponsor or belonging to Sponsor pursuant to this Agreement; provided, however, that Institution's legal counsel may retain one copy of Confidential Information in a secure location for purposes of identifying Institution's obligations under these confidentiality provisions. D. Institution and Principal Investigator shall limit disclosure of Confidential Information received hereunder to only those of its Study Staff who are bound by a written agreement with terms equivalent to or more stringent than this Agreement and who are directly involved with the Study and only on a need to know basis. Institution and Principal Investigator shall advise its Study Staff upon disclosure to them of any Confidential Information of the proprietary nature thereof and the terms and conditions of this Agreement and shall use all reasonable safeguards to prevent unauthorized use or disclosure by such Study Staff. Institution and Principal Investigator shall be responsible for any breach of these confidentiality provisions by its Study Staff. E. Institution and Principal Investigator acknowledge and expressly agree that any disclosure of Confidential Information in violation of this Agreement would be detrimental to Sponsor's business and cause it irreparable harm and damage. In accordance with applicable law and in addition to any other rights and remedies provided herein, Sponsor shall be entitled to seek equitable relief by way of injunction or otherwise where Sponsor believes a disclosure of Confidential Information in violation of this Agreement has occurred. F. Institution shall neither disclose to Sponsor nor induce Sponsor to use any secret or confidential information or material belonging to others, including other sponsors of other clinical trials.