Common use of Confidential Information; Exceptions Clause in Contracts

Confidential Information; Exceptions. During the term of this Agreement, and for a period of five (5) years after termination thereof, each Party will maintain all Confidential Information in trust and confidence and will not disclose any Confidential Information to any third party or use any Confidential Information for any purpose other than as expressly authorized under this Agreement. Each Party may use such Confidential Information only to the extent required to accomplish the purposes of this Agreement or to the extent required by law, regulation or government or judicial order. Confidential Information shall not be used for any purpose or in any manner that would constitute a violation of any laws or regulations, including without limitation the export control laws of the United States. Confidential Information shall not be reproduced in any form except as required to accomplish the intent of this Agreement. No Confidential Information shall be disclosed to any employee, agent, consultant, Affiliate, or sublicensee who does not have a need for such information. Each Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that suchemployees, agents, consultants and clinical investigators do not disclose or make any unauthorized use of the Confidential Information. Each Party will promptly notify the other upon discovery of any unauthorized use or disclosure of the Confidential Information. Confidential Information shall not include any information which: (a) is now, or hereafter becomes, through no act or failure to act on the part of the receiving party, generally known or available; (b) is known by the receiving party at the time of receiving such information, as evidenced by its records; (c) is hereafter furnished to the receiving party by a third party, as a matter of right and without restriction on disclosure; (d) is independently developed by the receiving party without any breach of this Agreement; or (e) is the subject of a written permission to disclose provided by the disclosing party. Additionally, either party may disclose Confidential Information of the other party to the extent required to comply with any court or governmental subpoena, process, order or regulation; provided, however, that the party seeking to make such disclosure shall promptly notify the other party to provide it an opportunity to seek to challenge or limit the scope of such disclosure.

Confidential Information; Exceptions. During the term of this Agreement, and for a period of five (5) years after termination thereof, each Party party will maintain all Confidential Information in trust and confidence and will not disclose any Confidential Information to any third party or use any Confidential Information for any purpose unauthorized purpose; in particular, Merck shall not use the Tularik Know-How or the Tularik-owned Program Know-How, and Tularik shall not use the Merck Know-How or the Merck-owned Program Know-How, for the manufacture or sale of any products other than the Products, except as expressly authorized under by this Agreement. Each Party party may use such Confidential Information only to the extent required to accomplish the purposes of this Agreement or to the extent required by law, regulation or government or judicial orderAgreement. Confidential Information shall not be used for any purpose or in any manner that would constitute a violation of any laws or regulations, including without limitation the export control laws of the United States. Confidential Information shall not be reproduced in any form except as required to accomplish the intent of this Agreement. No Confidential Information shall be disclosed to any employee, agent, consultant, Affiliate, or sublicensee who does not have a need for such information. Each Party party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that suchemployeessuch employees, agents, consultants and clinical investigators do not disclose or make any unauthorized use of the Confidential Information. Each Party party will promptly notify the other upon discovery of any unauthorized use or disclosure of the Confidential Information. Confidential Information shall not include any information which: (a) is now, or hereafter becomes, through no act or failure to act on the part of the receiving party, generally known or available; (b) is known by the receiving party at the time of receiving such information, as evidenced by its records; (c) is hereafter furnished to the receiving party by a third party, as a matter of right and without restriction on disclosure; (d) is independently developed by the receiving party without any breach of this Agreement; or (e) is the subject of a written permission to disclose provided by the disclosing party. Additionally, either party may disclose Confidential Information of the other party to the extent required to comply with any court or governmental subpoena, process, order or regulation; provided, however, that the party seeking to make such disclosure shall promptly notify the other party to provide it an opportunity to seek to challenge or limit the scope of such disclosure.

Confidential Information; Exceptions. During the term of this Agreement, and for a period of five (5) years after termination thereof, each Party party will maintain all Confidential Information in trust and confidence and will not disclose any Confidential Information to any third party or use any Confidential Information for any purpose unauthorized purpose; in particular, Sumitomo shall not use the Tularik Know-How or the Tularik-owned Program Know-How, and Tularik shall not use the Sumitomo Know-How or the Sumitomo-owned Program Know- How, for the manufacture or sale of any products other than the Products, except as expressly [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. authorized under by this Agreement. Each Party party may use such Confidential Information only to the extent required to accomplish the purposes of this Agreement or to the extent required by law, regulation or government or judicial order. Confidential Information shall not be used for any purpose or in any manner that would constitute a violation of any laws or regulations, including without limitation the export control laws of the United States. Confidential Information shall not be reproduced in any form except as required to accomplish the intent of this Agreement. No Confidential Information shall be disclosed to any employee, agent, consultant, Affiliate, or sublicensee who does not have a need for such information. Each Party party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that suchemployeessuch employees, agents, consultants and clinical investigators do not disclose or make any unauthorized use of the Confidential Information. Each Party party will promptly notify the other upon discovery of any unauthorized use or disclosure of the Confidential Information. Confidential Information shall not include any information which: (a) is now, or hereafter becomes, through no act or failure to act on the part of the receiving party, generally known or available; (b) is known by the receiving party at the time of receiving such information, as evidenced by its records; (c) is hereafter furnished to the receiving party by a third party, as a matter of right and without restriction on disclosure; (d) is independently developed by the receiving party without any breach of this Agreement; or (e) is the subject of a written permission to disclose provided by the disclosing party. Additionally, either party may disclose Confidential Information of the other party to the extent required to comply with any court or governmental subpoena, process, order or regulation; provided, however, that the party seeking to make such disclosure shall promptly notify the other party to provide it an opportunity to seek to challenge or limit the scope of such disclosure.

Confidential Information; Exceptions. During the term of this AgreementEach Party (in such capacity, “Recipient”) will, and for a period of five will ensure that its employees, contractors, representatives and agents (5“Representatives”) years after termination thereof, each Party will will,: (a) maintain all Confidential Information of the other Party (in such capacity, “Discloser”) in trust and confidence and will confidence; (b) not disclose any Confidential Information of the Discloser to any third party Third Party (except that a Recipient may disclose such Confidential Information to those of its Representatives, its Affiliates and and its Affiliates’ Representatives who require such information in order to perform a Recipient’s obligations or exercise Recipient’s rights under this Agreement and who are subject to binding obligations of confidentiality and materially similar to those of this ARTICLE 6); (c) not disclose or use any Confidential Information of Discloser for any purpose purposes other than as expressly authorized to perform a Recipient’s obligations or exercise Recipient’s rights under this Agreement. Each Party may ; (d) not use such any Confidential Information only to the extent required to accomplish the purposes of this Agreement or to the extent required by law, regulation or government or judicial order. Confidential Information shall not be used Discloser for any purpose or in any manner that would constitute a violation of any laws applicable governmental laws, rules, regulations, or regulationsorders, including without limitation the export control laws of the United States. ; and (e) not reproduce any Confidential Information shall not be reproduced of Discloser in any form except as required to accomplish the intent of perform Recipient’s obligations or exercise its rights under this Agreement. No Confidential Information shall be disclosed to any employee, agent, consultant, Affiliate, or sublicensee who does not have a need for such information. Each Party Recipient will use at least the same standard of care as it uses to protect proprietary or confidential information of its own Confidential Information of a similar nature to ensure that suchemployeesprevent unauthorized disclosures or uses of Confidential Information of Discloser, agents, consultants and clinical investigators do not disclose or make but in any unauthorized event Recipient will use of the Confidential Informationno less than commercially reasonable care to achieve such objectives. Each Party Recipient will promptly notify the other Discloser upon discovery of any unauthorized use or disclosure of the Confidential InformationInformation of Discloser. Confidential Information shall not include any information which: (a) is nowThe Parties agree that the material financial, or hereafter becomescommercial, through no act or failure to act on the part scientific and technical terms of the receiving party, generally known or available; (b) is known by the receiving party at the time of receiving such information, as evidenced by its records; (c) is hereafter furnished to the receiving party by a third party, as a matter of right and without restriction on disclosure; (d) is independently developed by the receiving party without any breach of this Agreement; or (e) is the subject of a written permission to disclose provided by the disclosing party. Additionally, either party may disclose Agreement will be considered Confidential Information of both Parties. Notwithstanding the other party foregoing, either Party may provide a copy of this Agreement or otherwise disclose such terms to the extent required bona fide potential corporate partners, potential investors or merger or acquisition partners, and to comply with any court or governmental subpoenacommercial lenders, processfinancial underwriters, order or regulation; providedinvestment bankers and legal and financial advisors, however, provided that the party seeking all such disclosures shall be made only to make such disclosure shall promptly notify the other party to provide it an opportunity to seek to challenge or limit the scope of such disclosureParties on a confidential basis that is at least as protective and restrictive as this Section 6.1.

Confidential Information; Exceptions. During At all times before the term effectiveness of the assignment under this Agreement, Agreement of the Transferred Patents and for a period of five Transferred Know-How: (5i) years after termination thereof, each Party will that has received Confidential Information from the other (the “Receiving Party”) shall maintain all such Confidential Information in trust and confidence and will shall not disclose any such Confidential Information to any third party Third Party (except as expressly provided below) or use any such Confidential Information for any purpose purposes other than as expressly authorized for performance under or determining compliance with and administering this Agreement. Each ; and (ii) the Receiving Party may use shall not disclose such Confidential Information only to the extent required to accomplish the purposes of this Agreement or to the extent required by law, regulation or government or judicial order. Confidential Information shall not be used for any purpose or in any manner that would constitute a violation of any laws or regulations, including without limitation the export control laws of the United States. Confidential Information shall not be reproduced in any form except as required to accomplish the intent of this Agreement. No Confidential Information shall be disclosed to any employee, agent, attorney, consultant, Affiliate, or sublicensee Affiliate who does not have a reasonable need for such informationinformation for the foregoing purposes. Each Disclosures to such persons with a reasonable need for the information are only permitted to the extent the person is subject to binding obligations of confidentiality and limited use at least as restrictive in scope and as long in duration as those of this Article 8. The Receiving Party will shall use at least the same standard of care as it uses to protect proprietary or its own confidential information of its own a similar nature to ensure that suchemployees, agents, consultants and clinical investigators do not disclose prevent unauthorized disclosures or make any unauthorized use uses of the Confidential Information, but no less than reasonable care. Each The Receiving Party will shall promptly notify the other Party upon discovery of any unauthorized use or disclosure of the Confidential Information. After the assignment hereunder of the Transferred Patents and Transferred Know-How becomes effective and the Xxxxxx Confidential Information becomes Assignee’s Confidential Information protected under this Article, the confidentiality obligations of this Article shall apply to the Xxxxxx Estate to protect Assignee’s Confidential Information, but shall no longer restrict the Assignee. Confidential Information shall not include any information which, as shown by Xxxxxx Estate through competent proof: (a) is now, or hereafter becomes, through no act or failure to act on the part of the receiving partyParty in breach hereof, generally known or available; (b) is known by the receiving party Party at the time of receiving such information, as evidenced shown by its recordscontemporaneous written records — but other than the Transferred Know-How and any documentation thereof; the Transferred Know-How and any documentation thereof is deemed Confidential Information under this Agreement; (c) is independently developed by the Receiving Party without the aid, application or use of Confidential Information, as shown by written records; or (d) is hereafter furnished to the receiving party Party by a third partyThird Party, as a matter of right right, without breach of any confidentiality agreement, and without restriction on disclosure; (d) is independently developed by the receiving party without any breach of this Agreement; or (e) is the subject of a written permission to disclose provided by the disclosing party. Additionally, either party may disclose Confidential Information of the other party to the extent required to comply with any court or governmental subpoena, process, order or regulation; provided, however, that the party seeking to make such disclosure shall promptly notify the other party to provide it an opportunity to seek to challenge or limit the scope of such disclosure.

Confidential Information; Exceptions. During Except to the term of extent expressly authorized by this AgreementAgreement or otherwise agreed in writing, during the Term and for a period of five (5) years after termination thereof[*****] thereafter, each Party will maintain all Confidential Information the Parties hereby agree to hold in trust and strict confidence and will not publish, disclose any Confidential Information to any third party or transfer, directly or indirectly, or use any Confidential Information for any purpose other than as expressly authorized under provided for in this AgreementAgreement any information and materials furnished to it by or on behalf of the other Party or its Affiliates or generated pursuant to this Agreement (collectively, “Confidential Information”). Each Party may use such For clarity, Confidential Information only of a Party or its Affiliates will include, without limitation, all information and materials disclosed by such Party or its Affiliates or their respective designees that (a) is marked as “Confidential,” “Proprietary” or with similar designation at the time of disclosure or (b) by its nature can reasonably be expected to be considered Confidential Information by the extent recipient. Information disclosed orally will not be required to accomplish the purposes be identified as such to be considered Confidential Information. The terms of this Agreement or shall be deemed to be the extent required by law, regulation or government or judicial order. Confidential Information shall not be used for any purpose or in any manner that would constitute a violation of any laws or regulationsboth Parties. Notwithstanding the foregoing, including without limitation the export control laws of the United States. Confidential Information shall not be reproduced in any form except as required to accomplish the intent of this Agreement. No Confidential Information shall be disclosed to any employee, agent, consultant, Affiliate, or sublicensee who does not have a need for such information. Each Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that suchemployees, agents, consultants and clinical investigators do not disclose or make any unauthorized use of the Confidential Information. Each Party will promptly notify the other upon discovery of any unauthorized use or disclosure of the Confidential Information. Confidential Information shall not include any information which: to the extent that it can be established by written documentation by the receiving Party that such information: (a) is now, or hereafter becomes, through no act or failure was already known to act on the part of the receiving partyParty, generally known other than under an obligation of confidentiality (except to the extent such obligation has expired or available; (b) an exception is known by applicable under the receiving party relevant agreement pursuant to which such obligation was established), at the time of disclosure, (b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving such informationParty, as evidenced by its records; (c) is hereafter furnished became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving party by a third partyParty in breach of this Agreement, as a matter of right and without restriction on disclosure; (d) is was independently developed by the receiving party without any breach of this AgreementParty as demonstrated by written documentation prepared contemporaneously with such independent development; or or (e) is was disclosed to the subject receiving Party, other than under an obligation of a written permission to disclose provided by the disclosing party. Additionally, either party may disclose Confidential Information of the other party confidentiality (except to the extent required such obligation has expired or an exception is applicable under the relevant agreement pursuant to comply with any court or governmental subpoenawhich such obligation was established), processby a third party who had no obligation to the disclosing Party not to disclose such information to others. ___________________ ***** VISTAGEN THERAPEUTICS, order or regulation; providedINC. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS DOCUMENT, howeverWHICH ARE INDICATED BY [*****], that the party seeking to make such disclosure shall promptly notify the other party to provide it an opportunity to seek to challenge or limit the scope of such disclosureBE AFFORDED CONFIDENTIAL TREATMENT. VISTAGEN THERAPEUTICS, INC. HAS SEPARATELY FILED THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION.

Confidential Information; Exceptions. During the term of this Agreement, and for a period of five (5) years after termination thereof, each Party party will maintain all Confidential Information in trust and confidence and will not disclose any Confidential Information to any third party or use any Confidential Information for any purpose unauthorized purpose; in particular, Taisho shall not use the Tularik Know-How, and Tularik shall not use the Taisho Know- How, for the manufacture or sale of any products other than the Products, except as expressly authorized under by this Agreement. Each Party party may use such Confidential Information only to the extent required to accomplish the purposes of this Agreement or to the extent required by law, regulation or government or judicial order. Confidential Information shall not be used for any purpose or in any manner that would constitute a violation of any laws or regulations, including without limitation the export control laws of the United States. Confidential Information shall not be reproduced in any form except as required to accomplish the intent of this Agreement. No Confidential Information shall be disclosed to any employee, agent, consultant, Affiliate, or sublicensee who does not have a need for such information. Each Party party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that suchemployeessuch employees, agents, consultants and clinical investigators do not disclose or make any unauthorized use of the Confidential Information. Each Party party will promptly notify the other upon discovery of any unauthorized use or disclosure of the Confidential Information. Confidential Information shall not include any information which: (a) is now, or hereafter becomes, through no act or failure to act on the part of the receiving party, generally known or available; (b) is known by the receiving party at the time of receiving such information, as evidenced by its records; (c) is hereafter furnished to the receiving party by a third party, as a matter of right and without restriction on disclosure; (d) is independently developed by the receiving party without any breach of this Agreement; or (e) is the subject of a written permission to disclose provided by the disclosing party. Additionally[ * ] = Certain confidential information contained in this document, either party may disclose Confidential Information marked by brackets, has been omitted and filed separately with the Securities and Exchange pursuant to Rule 406 of the other party to the extent required to comply with any court or governmental subpoenaSecurities Act of 1933, process, order or regulation; provided, however, that the party seeking to make such disclosure shall promptly notify the other party to provide it an opportunity to seek to challenge or limit the scope of such disclosureas amended.

Confidential Information; Exceptions. During Except to the term of extent expressly authorized by this AgreementAgreement or otherwise agreed in writing, during the Term and for a period of five (5) years after termination thereof[*****] thereafter, each Party will maintain all Confidential Information the Parties hereby agree to hold in trust and strict confidence and will not publish, disclose any Confidential Information to any third party or transfer, directly or indirectly, or use any Confidential Information for any purpose other than as expressly authorized under provided for in this AgreementAgreement any information and materials furnished to it by or on behalf of the other Party or its Affiliates or generated pursuant to this Agreement (collectively, “Confidential Information”). Each Party may use such For clarity, Confidential Information only of a Party or its Affiliates will include, without limitation, all information and materials disclosed by such Party or its Affiliates or their respective designees that (a) is marked as “Confidential,” “Proprietary” or with similar designation at the time of disclosure or (b) by its nature can reasonably be expected to be considered Confidential Information by the extent recipient. Information disclosed orally will not be required to accomplish the purposes be identified as such to be considered Confidential Information. The terms of this Agreement or shall be deemed to be the extent required by law, regulation or government or judicial order. Confidential Information shall not be used for any purpose or in any manner that would constitute a violation of any laws or regulationsboth Parties. Notwithstanding the foregoing, including without limitation the export control laws of the United States. Confidential Information shall not be reproduced in any form except as required to accomplish the intent of this Agreement. No Confidential Information shall be disclosed to any employee, agent, consultant, Affiliate, or sublicensee who does not have a need for such information. Each Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that suchemployees, agents, consultants and clinical investigators do not disclose or make any unauthorized use of the Confidential Information. Each Party will promptly notify the other upon discovery of any unauthorized use or disclosure of the Confidential Information. Confidential Information shall not include any information which: to the extent that it can be established by written documentation by the receiving Party that such information: (a) is now, or hereafter becomes, through no act or failure was already known to act on the part of the receiving partyParty, generally known other than under an obligation of confidentiality (except to the extent such obligation has expired or available; (b) an exception is known by applicable under the receiving party relevant agreement pursuant to which such obligation was established), at the time of disclosure, (b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving such informationParty, as evidenced by its records; (c) is hereafter furnished became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving party by a third partyParty in breach of this Agreement, as a matter of right and without restriction on disclosure; (d) is was independently developed by the receiving party without any breach of this AgreementParty as demonstrated by written documentation prepared contemporaneously with such independent development; or or (e) is was disclosed to the subject receiving Party, other than under an obligation of a written permission to disclose provided by the disclosing party. Additionally, either party may disclose Confidential Information of the other party confidentiality (except to the extent required such obligation has expired or an exception is applicable under the relevant agreement pursuant to comply with any court or governmental subpoenawhich such obligation was established), process, order or regulation; provided, however, that by a third party who had no obligation to the party seeking disclosing Party not to make disclose such disclosure shall promptly notify the other party information to provide it an opportunity to seek to challenge or limit the scope of such disclosureothers.

Confidential Information; Exceptions. During the term of this AgreementEach Party will, and for a period of five will use commercially reasonable efforts to ensure that its employees will: (5a) years after termination thereof, each Party will maintain all Confidential Information of the other Party in trust and confidence and will confidence; (b) not disclose any Confidential Information of the other Party to any third party Third Party (except that a Party may disclose such Confidential Information to those of its employees, agents, independent contractors, Affiliates, or sublicensees who require such information in order to perform under this Agreement and who are subject to binding obligations of confidentiality and limited use at least as restrictive as those of this Article 9); (c) not disclose or use any Confidential Information of the other Party for any purpose purposes other than as expressly authorized those necessary or permitted for performance under this Agreement. Each Party may ; (d) not use such any Confidential Information only to of the extent required to accomplish the purposes of this Agreement or to the extent required by law, regulation or government or judicial order. Confidential Information shall not be used other Party for any purpose or in any manner that would constitute a violation of any laws applicable governmental laws, rules, regulations, or regulationsorders, including without limitation the export control laws of the United States. ; and (e) not reproduce any Confidential Information shall not be reproduced of the other Party in any form except as required to accomplish the intent of perform in accordance with this Agreement. No Confidential Information shall be disclosed to any employee, agent, consultant, Affiliate, or sublicensee who does not have a need for such information. Each Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own Confidential Information of a similar nature to ensure that suchemployees, agents, consultants and clinical investigators do not disclose prevent unauthorized disclosures or make any unauthorized use uses of Confidential Information of the Confidential Informationother Party, but in any event each Party will use no less than commercially reasonable care to achieve such objectives. Each Party will promptly notify the other Party upon discovery of any unauthorized use or disclosure of the Confidential Information. Confidential Information shall not include any information which: (a) is now, or hereafter becomes, through no act or failure to act on the part of the receiving party, generally known or available; (b) is known by the receiving party at the time of receiving such information, as evidenced by its records; (c) is hereafter furnished to the receiving party by a third party, as a matter of right and without restriction on disclosure; (d) is independently developed by the receiving party without any breach of this Agreement; or (e) is the subject of a written permission to disclose provided by the disclosing party. Additionally, either party may disclose Confidential Information of the other party to the extent required to comply with any court or governmental subpoena, process, order or regulation; provided, however, Party. The Parties agree that the party seeking material financial, commercial, scientific and technical terms of the Agreement will be considered Confidential Information of both Parties. Notwithstanding the foregoing, either Party may disclose such terms to make bona fide potential corporate partners, potential investors or merger or acquisition partners, and to commercial lenders, financial underwriters, investment bankers and legal and financial advisors, provided that all such disclosure disclosures shall promptly notify be made only to such Parties under commercially reasonable obligations of confidentiality no less protective than the other party to provide it an opportunity to seek to challenge or limit the scope of such disclosureobligations set forth in this Article 9.

Confidential Information; Exceptions. During the term of this Agreement, and for a period of five (5) years [ * ] after termination thereof, each Party party will maintain all Confidential Information in trust and confidence and will not disclose any Confidential Information to any third party or use any Confidential Information for any purpose unauthorized purpose; in particular, Taisho shall not use the Tularik Know-How, and Tularik shall not use the Taisho Know-How, for the manufacture or sale of any products other than the Products, except as expressly authorized under by this Agreement. Each Party party may use such Confidential Information only to the extent required to accomplish the purposes of this Agreement or to the extent required by law, regulation or government or judicial order. Confidential Information shall not be used for any purpose or in any manner that would constitute a violation of any laws or regulations, including without limitation the export control laws of the United States. Confidential Information shall not be reproduced in any form except as required to accomplish the intent of this Agreement. No Confidential Information shall be disclosed to any employee, agent, consultant, Affiliate, or sublicensee who does not have a need for such information. Each Party party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that suchemployeessuch employees, agents, consultants and clinical investigators do not disclose or make any unauthorized use of the Confidential Information. Each Party party will promptly notify the other upon discovery of any unauthorized use or disclosure of the Confidential Information. Confidential Information shall not include any information which: (a) is now, or hereafter becomes, through no act or failure to act on the part of the receiving party, generally known or available; (b) is known by the receiving party at the time of receiving such information, as evidenced by its records; (c) is hereafter furnished to the receiving party by a third party, as a matter of right and without restriction on disclosure; (d) is independently developed by the receiving party without any breach of this Agreement; or (e) is the subject of a written permission to disclose provided by the disclosing party. Additionally[ * ] = Certain confidential information contained in this document, either party may disclose Confidential Information marked by brackets, has been omitted and filed separately with the Securities and Exchange pursuant to Rule 406 of the other party to the extent required to comply with any court or governmental subpoenaSecurities Act of 1933, process, order or regulation; provided, however, that the party seeking to make such disclosure shall promptly notify the other party to provide it an opportunity to seek to challenge or limit the scope of such disclosureas amended.

Confidential Information; Exceptions. During the term of this Agreement, and for a period of five (5) years [ * ] after termination thereof, each Party party will maintain all Confidential Information in trust and confidence and will not disclose any Confidential Information to any third party or use any Confidential Information for any purpose unauthorized purpose; in particular, Merck shall not use the Tularik Know-How or the Tularik-owned Program Know-How, and Tularik shall not use the Merck Know-How or the Merck-owned Program Know-How, for the manufacture or sale of any products other than the Products, except as expressly authorized under by this Agreement. Each Party party may use such Confidential Information only to the extent required to accomplish the purposes of this Agreement or to the extent required by law, regulation or government or judicial orderAgreement. Confidential Information shall not be used for any purpose or in any manner that would constitute a violation of any laws or regulations, including without limitation the export control laws of the United States. Confidential Information shall not be reproduced in any form except as required to accomplish the intent of this Agreement. No Confidential Information shall be disclosed to any employee, agent, consultant, Affiliate, or sublicensee who does not have a need for such information. Each Party party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that suchemployeessuch employees, agents, consultants and clinical investigators do not disclose or make any unauthorized use of the Confidential Information. Each Party party will promptly notify the other upon discovery of any unauthorized use or disclosure of the Confidential Information. Confidential Information shall not include any information which: (a) is now, or hereafter becomes, through no act or failure to act on the part of the receiving party, generally known or available; (b) is known by the receiving party at the time of receiving such information, as evidenced by its records; (c) is hereafter furnished to the receiving party by a third party, as a matter of right and without restriction on disclosure; (d) is independently developed by the receiving party without any breach of this Agreement; or (e) is the subject of a written permission to disclose provided by the disclosing party. Additionally, either party may disclose Confidential Information of the other party to the extent required to comply with any court or governmental subpoena, process, order or regulation; provided, however, that the party seeking to make such disclosure shall promptly notify the other party to provide it an opportunity to seek to challenge or limit the scope of such disclosure.

Confidential Information; Exceptions. During the term of this Agreement, and for a period of five (5) years after termination thereof, each Party will party hereto shall maintain all Confidential Information (as hereinafter defined) in trust and confidence and will not disclose any Confidential Information to any third party or use any Confidential Information for any purpose other than as expressly authorized under this Agreement. Each Party party may use such Confidential Information only to the extent required to accomplish the purposes of this Agreement or to the extent required by law, regulation or government or judicial order. Confidential Information shall not be used for any purpose or in any manner that would constitute a violation of any laws or regulations, including without limitation the export control laws of the United States. Confidential Information shall not be reproduced in any form except as required to accomplish the intent of this Agreement. No Confidential Information shall be disclosed to any employee, agent, consultant, Affiliateaffiliate, or sublicensee who does not have a need for such information. Each Party party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that suchemployeessuch employees, agents, consultants and clinical investigators do not disclose or make any unauthorized use of the Confidential Information. Each Party party will promptly notify the other upon discovery of any unauthorized use or disclosure of the Confidential Information. Confidential Information shall not include any information which: : (ai) is now, or hereafter becomes, through no act or failure to act on the part of the receiving party, generally known or available; ; (bii) is known by the receiving party at the time of receiving such information, as evidenced by its records; ; (ciii) is hereafter furnished to the receiving party by a third party, as a matter of right and without restriction on disclosure; ; (div) is independently developed by the receiving party without any breach of this Agreement; or or (ev) is the subject of a written permission to disclose provided by the disclosing party. Additionally, either party may disclose Confidential Information of the other party to the extent required to comply with any court or governmental subpoena, process, order or regulation; provided, however, that the party seeking to make such disclosure shall promptly notify the other party to provide it an opportunity to seek to challenge or limit the scope of such disclosure. Each party acknowledges that any breach of this Section 7.1 could result in substantial and irreparable harm to the other party and that damages at law may be an inadequate remedy. Accordingly, the other party who may be harmed by such a breach shall be entitled to seek injunctive relief, enjoining and restraining disclosure or use of any such Confidential Information and specific performance, without the necessity of proving actual damages.

Confidential Information; Exceptions. During For three (3) years after the term expiration or termination of this Agreement, and for a period of five (5) years after termination thereof, each Party will shall maintain all Confidential Information of the other Party in trust and confidence and will shall not disclose any such Confidential Information to any third party Third Party (except as expressly provided below) or use any such Confidential Information for any purpose purposes other than as expressly authorized those necessary or permitted for performance under this Agreement (including for purposes of exercising the rights granted to it under this Agreement). Each Neither Party may use such shall disclose Confidential Information only to the extent required to accomplish the purposes of this Agreement or to the extent required by law, regulation or government or judicial order. Confidential Information shall not be used for any purpose or in any manner that would constitute a violation of any laws or regulations, including without limitation the export control laws of the United States. Confidential Information shall not be reproduced in any form except as required to accomplish the intent of this Agreement. No Confidential Information shall be disclosed other Party to any employee, agent, consultant, Affiliate, or sublicensee who does not have a reasonable need for such information. Disclosures to such persons with a reasonable need for the information are only permitted to the extent the person is subject to binding obligations of confidentiality and limited use at least as restrictive in scope as those of this Article 9. Each Party will shall use at least the same standard of care as it uses to protect proprietary or its own confidential information of its own a similar nature to ensure that suchemployees, agents, consultants and clinical investigators do not disclose prevent unauthorized disclosures or make any unauthorized use uses of Confidential Information of the Confidential Informationother Party, but no less than reasonable care. Each Party will shall promptly notify the other Party upon discovery of any unauthorized use or disclosure of the Confidential InformationInformation of the other Party. Confidential Information shall not include any information which, as shown by competent proof: (a) is now, or hereafter becomes, through no act or failure to act on the part of the receiving partyParty in breach hereof, generally known or available; (b) is known by the receiving party Party at the time of receiving such information, as evidenced shown by its contemporaneous written records; (c) is hereafter furnished to the receiving party Party by a third partyThird Party, as a matter of right and without restriction on disclosure; (d) is independently developed by the receiving party Party without any breach use of this Agreementor reference to Confidential Information of the other Party, as shown by independent, contemporaneous written records; or (e) is the subject of a prior, express, written permission to disclose provided by the disclosing partyParty. Additionally, either party may disclose The Parties agree that the material financial terms of this Agreement will be considered Confidential Information of both Parties. Notwithstanding the other party foregoing, either Party may disclose such terms (a) to bona fide potential corporate partners, potential investors or merger or acquisition partners, and to financial underwriters and legal and financial advisors, provided that all such disclosures shall be made only to such parties under binding written obligations of confidentiality and nonuse at least as restrictive in scope as those of this Article 9, and (b) to the extent required to comply with any court applicable legal requirements including as part of regular securities law reporting requirements and/or in accordance with securities regulatory authority or governmental subpoenasecurities exchange rules, process, order or regulation; provided, however, that the party seeking to make such disclosure shall promptly notify the other party to provide it an opportunity to seek to challenge or limit the scope of such disclosuredemands and/or practice.

Confidential Information; Exceptions. During the term of this Agreement, and for a period of five (5) years after termination thereof, each Each Party will shall maintain all Confidential Information of the other Party in trust and confidence and will shall not disclose any such Confidential Information to any third party Third Party (except as expressly provided below) or use any Confidential Information for any purpose purposes other than as expressly authorized for performance under or exercising a right granted under this Agreement. Each Party may use such shall not disclose the other’s Confidential Information only to the extent required to accomplish the purposes of this Agreement or to the extent required by law, regulation or government or judicial order. Confidential Information shall not be used for any purpose or in any manner that would constitute a violation of any laws or regulations, including without limitation the export control laws of the United States. Confidential Information shall not be reproduced in any form except as required to accomplish the intent of this Agreement. No Confidential Information shall be disclosed to any employee, agent, consultant, Affiliate, or sublicensee Affiliate who does not have a reasonable need for such informationinformation for the foregoing purposes. Disclosures to such persons with a reasonable need for the information are only permitted to the extent the person is subject to binding obligations of confidentiality and limited use at least as restrictive in scope and as long in duration as those of this Article 8. Each Party will shall use at least the same standard of care as it uses to protect proprietary or its own confidential information of its own a similar nature to ensure that suchemployees, agents, consultants and clinical investigators do not disclose prevent unauthorized disclosures or make any unauthorized use uses of the other Party’s Confidential Information, but no less than reasonable care. Each Party will shall promptly notify the other Party upon discovery of any unauthorized use or disclosure of the other Party’s Confidential Information. Confidential Information shall not include any information which, as shown by the receiving Party through competent proof: (a) is now, or hereafter becomes, through no act or failure to act on the part of the receiving partyParty in breach hereof, generally known or available; (b) is known by the receiving party Party at the time of receiving such information, as evidenced shown by its contemporaneous written records; (c) is independently developed by the receiving Party without the aid, application or use of Confidential Information, as shown by written records; or (d) is hereafter furnished to the receiving party Party by a third partyThird Party, as a matter of right right, without breach of any confidentiality agreement, and without restriction on disclosure; (d) is independently developed by the receiving party without any breach of this Agreement; or (e) is the subject of a written permission to disclose provided by the disclosing party. Additionally, either party may disclose Confidential Information of the other party to the extent required to comply with any court or governmental subpoena, process, order or regulation; provided, however, that the party seeking to make such disclosure shall promptly notify the other party to provide it an opportunity to seek to challenge or limit the scope of such disclosure.

Confidential Information; Exceptions. During the term of this Agreement, and for a period of five (5) years after termination thereof, each Each Party will maintain all Confidential Information received by it under this Agreement in trust and confidence and will not disclose any such Confidential Information to any third party or use any such Confidential Information for any purpose purposes other than as expressly authorized those necessary or permitted for performance under this Agreement. Each Party may use such the other's Confidential Information only to the extent required to accomplish the purposes of this Agreement or to the extent required by law, regulation or government or judicial orderAgreement. Confidential Information shall not be used for any purpose or in any manner that would constitute a violation of any laws or regulations, including without limitation the export control laws of the United States. Confidential Information shall not be reproduced in any form except as required to accomplish the intent of this Agreement. No Confidential Information shall be disclosed to any employee, agent, consultant, Affiliate, or sublicensee who does not have a need for such information. To the extent that disclosure is authorized by this Agreement, the disclosing Party will obtain prior agreement from its employees, agents, consultants, Affiliates or sublicensees to whom disclosure is to be made to hold in confidence and not make use of such information for any purpose other than those permitted by this Agreement. Each Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own Confidential Information of a similar nature to ensure that suchemployeessuch employees, agents, consultants and clinical investigators do not disclose or make any unauthorized use of the such Confidential Information, but no less than reasonable care. Each Party will promptly notify the other upon discovery of any unauthorized use or disclosure of the Confidential Information. Confidential Information shall not include any information which: (a) is now, or hereafter becomes, through no act or failure to act on Neither Party will publicly disclose the part of the receiving party, generally known or available; (b) is known by the receiving party at the time of receiving such information, as evidenced by its records; (c) is hereafter furnished to the receiving party by a third party, as a matter of right and without restriction on disclosure; (d) is independently developed by the receiving party without any breach terms of this Agreement; or (e) is the subject of a written permission to disclose provided by the disclosing partyAgreement except as permitted in Section 8.3. Additionally[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, either party may disclose Confidential Information of the other party to the extent required to comply with any court or governmental subpoenaMARKED BY BRACKETS, processHAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, order or regulation; provided, however, that the party seeking to make such disclosure shall promptly notify the other party to provide it an opportunity to seek to challenge or limit the scope of such disclosureAS AMENDED.

Confidential Information; Exceptions. During the term of this AgreementEach Party will, and for a period of five will use commercially reasonable efforts to ensure that its employees will: (5a) years after termination thereof, each Party will maintain all Confidential Information of the other Party in trust and confidence and will confidence; (b) not disclose any Confidential Information of the other Party to any third party Third Party (except that a Party may disclose such Confidential Information to those of its employees, agents, independent contractors, Affiliates, or sublicensees who require such information in order to perform under this Agreement and who are subject to binding obligations of confidentiality and limited use at least as restrictive as those of this Section 10); (c) not disclose or use any Confidential Information of the other Party for any purpose purposes other than as expressly authorized those necessary or permitted for performance under this Agreement. Each Party may ; (d) not use such any Confidential Information only to of the extent required to accomplish the purposes of this Agreement or to the extent required by law, regulation or government or judicial order. Confidential Information shall not be used other Party for any purpose or in any manner that would constitute a violation of any laws applicable governmental laws, rules, regulations, or regulationsorders, including without limitation the export control laws of the United States. ; and (e) not reproduce any Confidential Information shall not be reproduced of the other Party in any form except as required to accomplish the intent of perform in accordance with this Agreement. No Confidential Information shall be disclosed to any employee, agent, consultant, Affiliate, or sublicensee who does not have a need for such information. Each Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that suchemployees, agents, consultants and clinical investigators do not disclose or make any unauthorized use of the Confidential Information. Each Party will promptly notify the other upon discovery of any unauthorized use or disclosure of the Confidential Information. Confidential Information shall not include any information which: (a) is now, or hereafter becomes, through no act or failure to act on the part of the receiving party, generally known or available; (b) is known by the receiving party at the time of receiving such information, as evidenced by its records; (c) is hereafter furnished to the receiving party by a third party, as a matter of right and without restriction on disclosure; (d) is independently developed by the receiving party without any breach of this Agreement; or (e) is the subject of a written permission similar nature to disclose provided by the disclosing party. Additionally, either party may disclose prevent unauthorized disclosures or uses of Confidential Information of the other party Party, but in any event each Party will use no less than commercially reasonable care to the extent required to comply with any court or governmental subpoenaachieve such objectives. Each Party will [ * ]=CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, processMARKED BY BRACKETS, order or regulation; providedHAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24-b2 OF THE SECURITIES EXCHANGE ACT OF 1934, however, that the party seeking to make such disclosure shall promptly notify the other party to provide it an opportunity to seek to challenge or limit the scope of such disclosureAS AMENDED.

Confidential Information; Exceptions. During Except to the term extent expressly authorized by this Packaging Agreement or otherwise agreed in writing, the Parties agree that the receiving Party shall keep confidential (except to the extent reasonably necessary for regulatory approval of this Agreementthe Packaged Products or for the filing, prosecution and maintenance of patent rights), and for a period of five (5) years after termination thereof, each Party will maintain all Confidential Information in trust and confidence and will shall not publish or otherwise disclose any Confidential Information to any third party or use any Confidential Information for any purpose other than as expressly authorized under provided for in this Agreement. Each Packaging Agreement without the prior written consent of the disclosing Party, any information or materials, including, without limitation, proprietary information and materials (whether or not patentable) regarding the other Party's technology, products, business information or objectives, that is designated as confidential by the disclosing Party may use or is treated as confidential by the disclosing Party in the regular course of business such whether furnished to the receiving Party, directly or indirectly, by the other Party or learned by the receiving Party from or through its exercise of its rights pursuant to this Packaging Agreement (collectively, "Confidential Information only Information"), except to the extent required to accomplish that the purposes of this Agreement or to the extent required by law, regulation or government or judicial order. Confidential Information shall not be used for any purpose or in any manner that would constitute a violation of any laws or regulations, including without limitation the export control laws of the United States. Confidential Information shall not be reproduced in any form except (as required to accomplish the intent of this Agreement. No Confidential Information shall be disclosed to any employee, agent, consultant, Affiliate, or sublicensee who does not have a need for such information. Each Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that suchemployees, agents, consultants and clinical investigators do not disclose or make any unauthorized use of the Confidential Information. Each Party will promptly notify the other upon discovery of any unauthorized use or disclosure of the Confidential Information. Confidential Information shall not include any information which:determined by competent evidence): (a) is nowwas already known to, or hereafter becomesused by, through no act or failure to act on the part of the receiving party, generally known or availableParty at the time of disclosure by the disclosing Party; (b) is known by either before or after the date of the disclosure to the receiving party at Party, becomes published or generally known to the time public (including information known to the public through the sale of products in the ordinary course of business), without the receiving such informationParty or its Affiliates, as evidenced by its recordsconsultants or advisors violating this Article X; (c) is hereafter furnished either before or after the date of the disclosure to the receiving party Party, is lawfully disclosed to the receiving Party by a third party, as a matter sources other than the disclosing Party rightfully in possession of right and without restriction on disclosurethe Confidential Information; (d) is independently developed by or for the receiving party Party without any breach of reference to or reliance upon the Confidential Information. Notwithstanding anything set forth herein to the contrary, this Agreement; or (e) is Article X shall not prohibit the subject of a written permission to disclose provided by the receiving Party from disclosing party. Additionally, either party may disclose Confidential Information of the other party disclosing Party that is required to be disclosed by the receiving Party to comply with applicable Laws, to defend or prosecute litigation or to comply with governmental orders or regulations; provided that, to the extent required to comply with any court or governmental subpoenapracticable, process, order or regulation; provided, however, that the party seeking to make receiving Party provides prior written notice of such disclosure shall promptly notify to the other party disclosing Party and assists the disclosing Party in its reasonable and lawful efforts to provide it an opportunity to seek to challenge or limit avoid and/or minimize the scope degree of such disclosure.

Confidential Information; Exceptions. During the term of this Agreement, and for a period of five (5) years after termination thereof, each Party will The Parties shall maintain all Confidential Information in trust and confidence and will shall not disclose any Confidential Information to any third party Third Party (except as expressly provided below) or use any Confidential Information for any purpose purposes other than as expressly authorized for performance under or determining compliance with and administering this Agreement. Each Party may use such The Parties shall not disclose Confidential Information only to the extent required to accomplish the purposes of this Agreement or to the extent required by law, regulation or government or judicial order. Confidential Information shall not be used for any purpose or in any manner that would constitute a violation of any laws or regulations, including without limitation the export control laws of the United States. Confidential Information shall not be reproduced in any form except as required to accomplish the intent of this Agreement. No Confidential Information shall be disclosed to any employee, agent, consultant, Affiliate, or sublicensee Affiliate who does not have a reasonable need for such informationinformation for the foregoing purposes. Each Party will Disclosures to such persons with a reasonable need for the information are only permitted to the extent the person is subject to binding obligations of confidentiality and limited use at least as restrictive in scope and as long in duration as those of this Article 8. The Parties shall use at least the same standard of care as it uses to protect proprietary or its own confidential information of its own a similar nature to ensure that suchemployees, agents, consultants and clinical investigators do not disclose prevent unauthorized disclosures or make any unauthorized use uses of the Confidential Information, but no less than reasonable care. Each Party will shall promptly notify the other Party upon discovery of any unauthorized use or disclosure of the Confidential Information. Confidential Information of Aspect does not include the Assigned Know-How, rather, Assigned Know-How is the Confidential Information of Vicept. Confidential Information shall not include any information which, as shown by competent proof: (a) is now, or hereafter becomes, through no act or failure to act on the part of the receiving partyParty in breach hereof, generally known or available; (b) is known by the receiving party Party at the time of receiving such information, as evidenced shown by its contemporaneous written records; (c) is hereafter furnished to independently developed by the receiving party by a third partyReceiving Party without the aid, application or use of Confidential Information, as a matter of right and without restriction on disclosureshown by written records; (d) is independently developed by hereafter furnished to the receiving party Party by a Third Party, as a matter of right, without any breach of this Agreementany confidentiality agreement, and without restriction on disclosure; or (e) is the subject of a prior, express, written permission to disclose provided by the disclosing party. Additionally, either party may disclose Confidential Information of the other party to the extent required to comply with any court or governmental subpoena, process, order or regulation; provided, however, that the party seeking to make such disclosure shall promptly notify the other party to provide it an opportunity to seek to challenge or limit the scope of such disclosureParty.

Confidential Information; Exceptions. During the term of this AgreementEach Party (in such capacity, “Recipient”) will, and for a period of five will ensure that its employees, contractors, representatives and agents (5“Representatives”) years after termination thereof, each Party will will,: (a) maintain all Confidential Information of the other Party (in such capacity, “Discloser”) in trust and confidence and will confidence; (b) not disclose any Confidential Information of the Discloser to any third party Third Party (except that a Recipient may disclose such Confidential Information to those of its Representatives, its Affiliates and its Affiliates’ Representatives who require such information in order to perform a Recipient’s obligations or exercise Recipient’s rights under this Agreement and who are subject to binding obligations of confidentiality and materially similar to those of this ARTICLE 6); (c) not disclose or use any Confidential Information of Discloser for any purpose purposes other than as expressly authorized to perform a Recipient’s obligations or exercise Recipient’s rights under this Agreement. Each Party may ; (d) not use such any Confidential Information only to the extent required to accomplish the purposes of this Agreement or to the extent required by law, regulation or government or judicial order. Confidential Information shall not be used Discloser for any purpose or in any manner that would constitute a violation of any laws applicable governmental laws, rules, regulations, or regulationsorders, including without limitation the export control laws of the United States. ; and (e) not reproduce any Confidential Information shall not be reproduced of Discloser in any form except as required to accomplish the intent of perform Recipient’s obligations or exercise its rights under this Agreement. No Confidential Information shall be disclosed to any employee, agent, consultant, Affiliate, or sublicensee who does not have a need for such information. Each Party Recipient will use at least the same standard of care as it uses to protect proprietary or confidential information of its own Confidential Information of a similar nature to ensure that suchemployeesprevent unauthorized disclosures or uses of Confidential Information of Discloser, agentsbut in any event, consultants and clinical investigators do not disclose or make any unauthorized Recipient will use of the Confidential Informationno less than commercially reasonable care to achieve such objectives. Each Party Recipient will promptly notify the other Discloser upon discovery of any unauthorized use or disclosure of the Confidential InformationInformation of Discloser. Confidential Information shall not include any information which: (a) is nowThe Parties agree that the material financial, or hereafter becomescommercial, through no act or failure to act on the part scientific, and technical terms of the receiving party, generally known or available; (b) is known by the receiving party at the time of receiving such information, as evidenced by its records; (c) is hereafter furnished to the receiving party by a third party, as a matter of right and without restriction on disclosure; (d) is independently developed by the receiving party without any breach of this Agreement; or (e) is the subject of a written permission to disclose provided by the disclosing party. Additionally, either party may disclose Agreement will be considered Confidential Information of both Parties. Notwithstanding the other party foregoing, either Party may provide a copy of this Agreement or otherwise disclose such terms to the extent required bona fide potential corporate partners, potential investors or merger or acquisition partners, and to comply with any court or governmental subpoenacommercial lenders, processfinancial underwriters, order or regulation; providedinvestment bankers and legal and financial advisors, however, provided that the party seeking all such disclosures shall be made only to make such disclosure shall promptly notify the other party to provide it an opportunity to seek to challenge or limit the scope of such disclosureParties on a confidential basis that is at least as protective and restrictive as this Section 6.1.

Confidential Information; Exceptions. During the term of this Agreement, and for a period of five (5) years [ * ] after termination thereof, each Party party will maintain all Confidential Information in trust and confidence and will not disclose any Confidential Information to any third party or use any Confidential Information for any purpose unauthorized purpose; in particular, Sumitomo shall not use the Tularik Know-How or the Tularik-owned Program Know-How, and Tularik shall not use the Sumitomo Know-How or the Sumitomo-owned Program Know-How, for the manufacture or sale of any products other than the Products, except as expressly [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. authorized under by this Agreement. Each Party party may use such Confidential Information only to the extent required to accomplish the purposes of this Agreement or to the extent required by law, regulation or government or judicial order. Confidential Information shall not be used for any purpose or in any manner that would constitute a violation of any laws or regulations, including without limitation the export control laws of the United States. Confidential Information shall not be reproduced in any form except as required to accomplish the intent of this Agreement. No Confidential Information shall be disclosed to any employee, agent, consultant, Affiliate, or sublicensee who does not have a need for such information. Each Party party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that suchemployeessuch employees, agents, consultants and clinical investigators do not disclose or make any unauthorized use of the Confidential Information. Each Party party will promptly notify the other upon discovery of any unauthorized use or disclosure of the Confidential Information. Confidential Information shall not include any information which: (a) is now, or hereafter becomes, through no act or failure to act on the part of the receiving party, generally known or available; (b) is known by the receiving party at the time of receiving such information, as evidenced by its records; (c) is hereafter furnished to the receiving party by a third party, as a matter of right and without restriction on disclosure; (d) is independently developed by the receiving party without any breach of this Agreement; or (e) is the subject of a written permission to disclose provided by the disclosing party. Additionally, either party may disclose Confidential Information of the other party to the extent required to comply with any court or governmental subpoena, process, order or regulation; provided, however, that the party seeking to make such disclosure shall promptly notify the other party to provide it an opportunity to seek to challenge or limit the scope of such disclosure.

Confidential Information; Exceptions. During the term of this Agreement, and for a period of five (5) years after termination thereof, each Party will KPT shall maintain all Confidential Information in trust and confidence and will shall not disclose any Confidential Information to any third party Third Party (except as expressly provided below) or use any Confidential Information for any purpose purposes other than as expressly authorized for performance under or determining compliance with and administering this Agreement. Each Party may use such KPT shall not disclose Confidential Information only to the extent required to accomplish the purposes of this Agreement or to the extent required by law, regulation or government or judicial order. Confidential Information shall not be used for any purpose or in any manner that would constitute a violation of any laws or regulations, including without limitation the export control laws of the United States. Confidential Information shall not be reproduced in any form except as required to accomplish the intent of this Agreement. No Confidential Information shall be disclosed to any employee, agent, attorney, consultant, Affiliate, or sublicensee Affiliate who does not have a reasonable need for such informationinformation for the foregoing purposes. Each Party will Disclosures to such persons with a reasonable need for the information are only permitted to the extent the person is subject to binding obligations of confidentiality and limited use at least as restrictive in scope and as long in duration as those of this Article 6. KPT shall use at least the same standard of care as it uses to protect proprietary or its own confidential information of its own a similar nature to ensure that suchemployees, agents, consultants and clinical investigators do not disclose prevent unauthorized disclosures or make any unauthorized use uses of the Confidential Information, but no less than reasonable care. Each Party will KPT shall promptly notify the other Party upon discovery of any unauthorized use or disclosure of the Confidential Information. Confidential Information shall not include any information which, as shown by KPT through competent proof: (a) is now, or hereafter becomes, through no act or failure to act on the part of the receiving partyParty in breach hereof, generally known or available; (b) is known by the receiving party Party at the time of receiving such information, as evidenced shown by its recordscontemporaneous written records - but other than the Transferred Know-How and any documentation thereof; the Transferred Know-How and any documentation thereof is deemed Confidential Information under this Agreement; any information generated by KPT or any KPT Group member pursuant to the Services is considered Confidental Information regardless of this clause (b); (c) is hereafter furnished to the receiving party Party by a third partyThird Party, as a matter of right right, without breach of any confidentiality agreement, and without restriction on disclosure; (d) is independently developed by the receiving party without any breach of this Agreement; or (e) is the subject of a written permission to disclose provided by the disclosing party. Additionally, either party may disclose Confidential Information of the other party to the extent required to comply with any court or governmental subpoena, process, order or regulation; provided, however, that the party seeking to make such disclosure shall promptly notify the other party to provide it an opportunity to seek to challenge or limit the scope of such disclosure.