Common use of Confidential Information/Legal Proceedings Clause in Contracts

Confidential Information/Legal Proceedings. a) Except as otherwise expressly permitted under this Agreement, Fujifilm shall not disclose, without Alder’s written permission, any confidential information pertaining to any Program or any other proprietary, confidential and/or trade secret information or materials disclosed to, delivered to or obtained by Fujifilm under or in anticipation of this Agreement or the Prior Agreement, including, but not limited to, Alder [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Technology (all of the foregoing, “Alder’s Confidential Information”) unless: (i) such disclosure is to an Affiliate of Fujifilm that is under an obligation of confidentiality and non-use and inventions to Fujifilm no less burdensome than such obligations of Fujifilm to Alder and for whose actions Fujifilm shall remain liable, and who has a need to know the Confidential Information to perform the applicable Program or otherwise as necessary to perform Fujifilm’s obligations or exercise its rights under this Agreement (ii) such information is or becomes publicly available through no fault of Fujifilm and through no other breach of an obligation of confidentiality owed to Alder or its Affiliate(s); (iii) such information is disclosed to Fujifilm on a non-confidential basis by a third party entitled to disclose it and who did not acquire it directly or indirectly from Alder; (iv) such information is already known to Fujifilm on a non-confidential basis as shown by its prior written records, and was not acquired directly or indirectly from Alder; or, (v) such disclosure is required by any law, rule, regulation, order decision, decree, subpoena or other legal process to be disclosed. If such disclosure is required by legal process, Fujifilm will make all reasonable efforts to notify Alder of this request promptly prior to any disclosure to permit Alder to oppose such disclosure by appropriate legal action. Fujifilm shall use reasonable precautions to protect the confidentiality of Alder’s Confidential Information comparable to precautions taken to protect its own proprietary information including restricting access to such information to such of its employees as are bound to keep such information confidential and need to have such access for the purpose of this Agreement. Without limitation, Alder Technology, Alder Process Inventions, Disposition Packages, Product Process, Product Inventions, Product Specification, and Work Output, and (other than and not including any of Fujifilm’s Confidential Information or Fujifilm Process Inventions) the material and information comprising, contained in or relating to any of the foregoing, shall be deemed Alder’s Confidential Information, regardless of whether marked or confirmed as confidential, and as to which Alder shall be deemed the disclosing Party.

Confidential Information/Legal Proceedings. a) Except as otherwise expressly permitted under During the Term of this Agreement and for five (5) years following the expiration or earlier termination of this Agreement, Fujifilm shall will hold in confidence and will not disclose, without AlderSponsor’s prior written permission, any confidential information Confidential Information pertaining to any the Drug Product, the Product, the Program or any other proprietary, confidential and/or trade secret information or materials otherwise disclosed to, delivered by Sponsor to or obtained by Fujifilm under or in anticipation of this Agreement or connection with the Prior Agreement, including, but not limited to, Alder [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Technology Program (all of the foregoing, “Alder’s Sponsor Confidential Information”) unless: (i) such disclosure is to an Affiliate of Fujifilm that is under an obligation of confidentiality and non-use and inventions to Fujifilm no less burdensome than keep such obligations of Fujifilm information confidential comparable in scope to Alder and for whose actions Fujifilm shall remain liable, and who has a need to know the Confidential Information to perform the applicable Program or otherwise as necessary to perform Fujifilm’s obligations or exercise its rights obligation under this Agreement Section 11; (ii) such information is or becomes publicly available through no fault of Fujifilm and through no other breach of an obligation of confidentiality owed to Alder or its Affiliate(s)Fujifilm; (iii) such information is disclosed became known to Fujifilm on a non-confidential basis through disclosure by a third party entitled sources other than Sponsor, having no duty of confidentiality with respect to such information, whether to Sponsor or another party, and having the legal right to disclose it and who did not acquire it directly or indirectly from Aldersuch information; (iv) such information is already known to Fujifilm on a non-confidential basis Fujifilm, without restriction, at the time of disclosure, as shown by its prior written records, and was not acquired directly ; or indirectly from Alder; or, (v) such information was independently developed by Fujifilm without reference to or reliance upon Sponsor Confidential Information. In the event Sponsor Confidential Information rises to the level of a trade secret under law, the obligations of this Section 11 shall continue with respect to such Sponsor Confidential Information for so long as such Sponsor Confidential Information retains its status as a trade secret. Notwithstanding the obligations of confidentiality specified in this Section 11, disclosure is of Sponsor Confidential Information shall not be prohibited to the extent required to be disclosed by any law, rule, regulation, order decision, decree, subpoena or other legal process process, provided that, to be disclosed. If the extent possible, Fujifilm provides prior written notification to Sponsor of such disclosure is required by legal process, Fujifilm will make all reasonable efforts to notify Alder of this request promptly prior to any disclosure to permit Alder Sponsor to oppose and/or minimize the extent of such disclosure by appropriate legal action. Fujifilm shall use reasonable precautions to protect the confidentiality of Alder’s Confidential Information comparable to precautions taken to protect its own proprietary information including restricting access to such information to such of its employees as are bound to keep such information confidential and need to have such access for the purpose of this Agreement. Without limitation, Alder Technology, Alder Process Inventions, Disposition Packages, Product Process, Product Inventions, Product Specification, and Work Output, and (other than and not including any of Fujifilm’s Confidential Information or Fujifilm Process Inventions) the material and information comprising, contained in or relating to any of the foregoing, shall be deemed Alder’s Confidential Information, regardless of whether marked or confirmed as confidential, and as to which Alder shall be deemed the disclosing Party.legal

Confidential Information/Legal Proceedings. a) Except as otherwise expressly permitted under During the Term of this Agreement and for five (5) years following the expiration or earlier termination of this Agreement, Fujifilm shall will hold in confidence and will not disclose, without AlderSponsor’s prior written permission, any confidential information Confidential Information pertaining to any the Drug Product, the Product, the Program or any other proprietary, confidential and/or trade secret information or materials otherwise disclosed to, delivered by Sponsor to or obtained by Fujifilm under or in anticipation of this Agreement or connection with the Prior Agreement, including, but not limited to, Alder [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Technology Program (all of the foregoing, “Alder’s Sponsor Confidential Information”) unless: (i) such disclosure is to an Affiliate of Fujifilm that is under an obligation of confidentiality and non-use and inventions to Fujifilm no less burdensome than keep such obligations of Fujifilm information confidential comparable in scope to Alder and for whose actions Fujifilm shall remain liable, and who has a need to know the Confidential Information to perform the applicable Program or otherwise as necessary to perform Fujifilm’s obligations or exercise its rights obligation under this Agreement Section 11; (ii) such information is or becomes publicly available through no fault of Fujifilm and through no other breach of an obligation of confidentiality owed to Alder or its Affiliate(s)Fujifilm; (iii) such information is disclosed became known to Fujifilm on a non-confidential basis through disclosure by a third party entitled sources other than Sponsor, having no duty of confidentiality with respect to such information, whether to Sponsor or another party, and having the legal right to disclose it and who did not acquire it directly or indirectly from Aldersuch information; (iv) such information is already known to Fujifilm on a non-confidential basis Fujifilm, without restriction, at the time of disclosure, as shown by its prior written records, and was not acquired directly ; or indirectly from Alder; or, (v) such information was independently developed by Fujifilm without reference to or reliance upon Sponsor Confidential Information. In the event Sponsor Confidential Information rises to the level of a trade secret under law, the obligations of this Section 11 shall continue with respect to such Sponsor Confidential Information for so long as such Sponsor Confidential Information retains its status as a trade secret. Notwithstanding the obligations of confidentiality specified in this Section 11, disclosure is of Sponsor Confidential Information shall not be prohibited to the extent required to be disclosed by any law, rule, regulation, order decision, decree, subpoena or other legal process process, provided that, to be disclosed. If the extent possible, Fujifilm provides prior written notification to Sponsor of such disclosure is required by legal process, Fujifilm will make all reasonable efforts to notify Alder of this request promptly prior to any disclosure to permit Alder Sponsor to oppose and/or minimize the extent of such disclosure by appropriate legal [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. Fujifilm – Synageva Agreement EXECUTION COPY action. Fujifilm shall use reasonable precautions to protect the confidentiality of Alder’s Sponsor Confidential Information comparable to precautions taken to protect its own proprietary information including restricting access to such information to such but in no event shall Fujifilm use less than a reasonable degree of its employees as are bound to keep such information confidential and need to have such access for the purpose of this Agreement. Without limitation, Alder Technology, Alder Process Inventions, Disposition Packages, Product Process, Product Inventions, Product Specification, and Work Output, and (other than and not including any of Fujifilm’s Confidential Information or Fujifilm Process Inventions) the material and information comprising, contained in or relating to any of the foregoing, shall be deemed Alder’s Confidential Information, regardless of whether marked or confirmed as confidential, and as to which Alder shall be deemed the disclosing Partycare.

Confidential Information/Legal Proceedings. a) Except Covance agrees that all materials, documents and information provided to it by Company and, except as otherwise expressly permitted provided in Section C, all test information, data and records developed by Covance exclusively in connection with the performance of its services pursuant to this Agreement is and shall be the sole property of Company and considered as confidential information (collectively, the “Confidential Information”). Covance agrees to hold the Confidential Information in strict confidence and in a manner consistent with the way in which Covance maintains the confidentiality of its own proprietary information and Covance shall disclose the Confidential Information to Investigators and Covance employees, officers, directors and representatives only on a need-to-know basis. Covance agrees that, except as necessary to fulfill its obligations under this Agreement, Fujifilm shall Covance will not disclose, without Alder’s written permission, any confidential information pertaining use or disclose to any Program or other third party any other proprietary, confidential and/or trade secret information or materials disclosed to, delivered to or obtained by Fujifilm under or in anticipation of this Agreement or the Prior Agreement, including, but not limited to, Alder [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Technology (all of the foregoing, “Alder’s Confidential Information”) unless; provided, however, that Covance will have no obligation to not use or maintain as confidential any information which otherwise would be treated as Confidential Information if such information: (ia) such disclosure is to an Affiliate of Fujifilm that is under an obligation of confidentiality and non-use and inventions to Fujifilm no less burdensome than such obligations of Fujifilm to Alder and for whose actions Fujifilm shall remain liable, and who has a need to know the Confidential Information to perform the applicable Program now or otherwise as necessary to perform Fujifilm’s obligations or exercise its rights under this Agreement (ii) such information is or later becomes publicly available through no fault of Fujifilm and through no other breach of an obligation of confidentiality owed to Alder or its Affiliate(s)Covance; (iiib) such information is disclosed to Fujifilm on a non-confidential basis obtained by Covance from a third party entitled not under obligation to disclose it and who did not acquire it directly or indirectly from AlderCompany with respect to such Confidential Information; (ivc) such information is already known to Fujifilm on a non-confidential basis in Covance’s possession as shown by indicated in its prior written records, and was not acquired directly ; or indirectly from Alder; or, (vd) such disclosure is required to be disclosed by any law, rule, regulation, order decisionorder, decree, decree or subpoena or other legal process process, in which event Covance will give Company, if practicable, advance written notice to be disclosedpermit Company to seek a protective order or other similar order with respect to such Confidential Information. The foregoing obligations of non-use and confidentiality will extend for five years beyond the date of disclosure or generation of such Confidential Information. If such disclosure is required by Covance shall be obligated to provide testimony or records regarding any Clinical Trial in any legal processor administrative proceeding, Fujifilm will make all reasonable efforts to notify Alder of this request promptly prior to any disclosure to permit Alder to oppose such disclosure by appropriate legal action. Fujifilm then Company shall use reasonable precautions to protect the confidentiality of Alder’s Confidential Information comparable to precautions taken to protect reimburse Covance its own proprietary information including restricting access to such information to such of out-of-pocket costs therefor plus an hourly fee for its employees as are bound or representatives equal to keep the internal fully burdened cost to Covance of such information confidential and need to have such access for the purpose of this Agreementemployee or representative. Without limitation, Alder Technology, Alder Process Inventions, Disposition Packages, Product Process, Product Inventions, Product Specification, and Work Output, and (other than and not including any of Fujifilm’s Confidential Information or Fujifilm Process Inventions) the material and information comprising, Nothing contained in or relating this Section E shall be interpreted to any limit the rights and obligations of the foregoingparties under Section C hereof and to the extent that any conflict arises in applying the provisions of Sections C and E, the provisions of Section C shall be deemed Alder’s Confidential Information, regardless of whether marked or confirmed as confidential, and as to which Alder shall be deemed the disclosing Partycontrol.