Common use of Confidentiality and Non-Use Clause in Contracts

Confidentiality and Non-Use. In principle all confidential or proprietary information or data and all recording-bearing media is regarded as Confidential Information, without it having to be marked "Confidential" unless the disclosing party has indicated in writing that the relevant information is not confidential. Any information received orally or visually (e.g. by showing the facilities) shall also be treated as confidential, unless the disclosing party identified the information as non-confidential. The receiving party hereby agrees that it shall not disclose, distribute or disseminate any part of the Confidential Information of the disclosing party to any third party without the prior written consent of the disclosing party, except those directors, officers, employees, consultants, advisors and agents of the receiving party who are required to have the Confidential Information on a need-to-know basis and under confidentiality obligations at least as protective to those agreed under this Agreement. The transfer of the NDA and its duties and rights to other parties, who are supposed to receive Confidential Information, will be done in writing and needs to be provided to the other party upon request. In order to protect the disclosing party's Confidential Information, the receiving party shall exercise the same degree of care to avoid disclosure of the Confidential Information as it uses in respect of its own confidential information but in no case less than a reasonable degree of care. The receiving party agrees to notify the disclosing party in writing of any misuse or misappropriation of the Confidential Information of the disclosing party that may come to its attention. The receiving party shall not reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the disclosing party's Confidential Information. The receiving party further agrees that it will not remove any copyright notice, trademark notice and/or other proprietary legend or indication of confidentiality set forth on or contained in any Confidential Information disclosed to it by the disclosing party, and will not copy or reproduce any of the disclosing party’s Confidential Information except as necessary to carry out the Purpose of this Agreement.

Confidentiality and Non-Use. In principle Section 6.01. Except as provided in Section 6.02, all confidential or proprietary information provided to either party (the "Receiving Party") by the other party or data its designated representatives (the "Disclosing Party") in connection with the Services, including without limitation, the Lilly Proprietary Materials and all recording-bearing media Company Proprietary Materials (as such terms are defined in Sections 7.01 and 7.02, below), will be kept in confidence and not used for any purpose not expressly provided for in this Agreement for at least [*****] after the termination or conclusion of the Services, except to the extent that the Disclosing Party gives written permission or particular information is regarded as Confidential Information, without it having required by laws or regulations to be marked "Confidential" unless disclosed to local regulatory agencies or the disclosing FDA. To the extent disclosure is requested by any other person or entity, the Receiving Party shall promptly notify the Disclosing Party and shall not disclose any information without the Disclosing Party's prior written consent. If such disclosure is sought by a third party has indicated under a claim of legal right, the Receiving Party will reasonably cooperate with the Disclosing Party in writing the event Disclosing Party wishes to take legal action to challenge such claim or the disclosure; provided, however, the Receiving Party in no event shall be obligated to defy any law, regulation or judicial or governmental order. Company and Lilly shall each be responsible for ensuring that the relevant its employees, contractors and agents are obligated to these same terms of confidentiality and non-use. The terms of confidentiality and non-use set forth herein shall apply to tangible materials delivered, and proprietary information that is not confidential. Any information received orally or visually (e.g. conveyed, by showing either party or its designated representatives to the facilities) shall also be treated as confidential, unless the disclosing other party identified the information as non-confidential. The receiving party hereby agrees that it shall not disclose, distribute or disseminate any part of the Confidential Information of the disclosing party to any third party without the prior written consent of the disclosing party, except those directors, officers, employees, consultants, advisors and agents of the receiving party who are required to have the Confidential Information on a need-to-know basis and under confidentiality obligations at least as protective to those agreed under this Agreement. The transfer terms shall also supersede any prior terms of confidentiality and non-use agreed to by the NDA parties in connection with the Services. The terms of this Agreement shall also be considered confidential information and its duties and rights to other parties, who are supposed to receive Confidential Information, will may be done in writing and needs to be provided disclosed only to the other party upon request. In order to protect the disclosing party's Confidential Information, the receiving party shall exercise the same degree of care to avoid disclosure of the Confidential Information extent required by law or as it uses permitted in respect of its own confidential information but in no case less than a reasonable degree of careSection 11.01(2). The receiving party agrees to notify the disclosing party in writing foregoing obligations of any misuse or misappropriation of the Confidential Information of the disclosing party that may come to its attention. The receiving party shall not reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the disclosing party's Confidential Information. The receiving party further agrees that it confidentiality and non-use will not remove any copyright notice, trademark notice and/or other proprietary legend or indication of confidentiality set forth on or contained in any Confidential Information disclosed apply to it by the disclosing party, and will not copy or reproduce any of the disclosing party’s Confidential Information except as necessary to carry out the Purpose of this Agreement.information that:

Confidentiality and Non-Use. In principle all confidential or proprietary information or data (a) Each Party agrees (i) to take such steps as are reasonable and all recording-bearing media is regarded as Confidential Information, without it having necessary to be marked "Confidential" unless maintain the disclosing party has indicated in writing that the relevant information is not confidential. Any information received orally or visually (e.g. by showing the facilities) shall also be treated as confidential, unless the disclosing party identified the information as non-confidential. The receiving party hereby agrees that it shall not disclose, distribute or disseminate any part confidentiality of the Confidential Information of the disclosing party other Party, (ii) not to disclose the other Party’s Confidential Information to any third party Third Party without the prior written consent of such other Party, and (iii) to use such Confidential Information only as necessary to fulfill its obligations or in the reasonable exercise of rights granted to it under this Agreement; provided, however, that the foregoing obligations will not apply to information that (and such information shall not constitute Confidential Information) (A) is in possession of the receiving Party at the time of disclosure, as reasonably demonstrated by written records and without obligation of confidentiality, (B) later becomes part of the public domain through no fault of the receiving Party, (C) is received by the receiving Party without obligation of confidentiality from a Third Party with a right to such information, or (D) is developed independently by the receiving Party without use of, reference to, or reliance upon the disclosing partyParty’s Confidential Information by individuals who did not have access to such Confidential Information. From and after the Effective Date, except those the Acquired Intellectual Property shall be deemed the Confidential Information of Debiopharm, and this Agreement, the Ancillary Agreements, and all schedules and exhibits thereto shall be deemed the Confidential Information of both Parties. The Licensed Intellectual Property shall remain the Confidential Information of ImmunoGen, subject to the exceptions set forth in (A) through (D) above. A Party may disclose Confidential Information of the other Party to (x) its Affiliates, and to its and their directors, officers, employees, consultants, advisors contractors and agents in each case who have a specific need to know such Confidential Information and who are bound by a like obligation of confidentiality and restriction on use, and any bona fide actual or prospective collaborators, (sub)licensees, underwriters, investors, lenders or other financing sources who are obligated to keep such information confidential and not to use such information, to the extent reasonably necessary to enable such actual or prospective collaborators, underwriters, investors, lenders or other financing sources to determine their interest in, and to perform obligations and exercise rights in connection with, any collaboration with, underwriting or making an investment in, or otherwise providing financing to, the receiving Party (a “Permitted Recipient”), and (y) the extent such disclosure is required to comply with applicable law or regulation or the order of a court of competent jurisdiction, to defend or prosecute litigation or to comply with the rules of the U.S. Securities and Exchange Commission, any stock exchange or listing entity; provided, however, that the receiving party who are required Party provides prior written notice of such disclosure to have the disclosing Party, takes reasonable and lawful actions to avoid or minimize the degree of such disclosure, and cooperates with the disclosing Party at the disclosing Party’s request in any efforts to obtain a protective order, confidentiality treatment or the like. The receiving Party shall be liable for its Permitted Recipient’s compliance with this Agreement as if such Permitted Recipient is the receiving Party. Notwithstanding any other provision of this Agreement, each Party may disclose and use Confidential Information on a need-to-know basis and under confidentiality of the other Party as necessary to prosecute or defend litigation or otherwise enforce obligations at least as protective to those agreed under this Agreement. The transfer Portions of this Exhibit were omitted and have been filed separately with the Secretary of the NDA and its duties and rights to other parties, who are supposed to receive Confidential Information, will be done in writing and needs to be provided Commission pursuant to the other party upon request. In order to protect the disclosing party's Confidential Information, the receiving party shall exercise the same degree of care to avoid disclosure Company’s application requesting confidential treatment under Rule 24b-2 of the Confidential Information as it uses in respect Securities Exchange Act of its own confidential information but in no case less than a reasonable degree of care. The receiving party agrees to notify the disclosing party in writing of any misuse or misappropriation of the Confidential Information of the disclosing party that may come to its attention. The receiving party shall not reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the disclosing party's Confidential Information. The receiving party further agrees that it will not remove any copyright notice, trademark notice and/or other proprietary legend or indication of confidentiality set forth on or contained in any Confidential Information disclosed to it by the disclosing party, and will not copy or reproduce any of the disclosing party’s Confidential Information except as necessary to carry out the Purpose of this Agreement1934.

Confidentiality and Non-Use. In principle all confidential Each Party agrees, for the term of this Agreement and after its expiration or proprietary information or data and all recording-bearing media is regarded as Confidential Informationtermination, without it having to be marked "Confidential" unless hold the disclosing party has indicated in writing that the relevant information is not confidential. Any information received orally or visually (e.g. by showing the facilities) shall also be treated as confidential, unless the disclosing party identified the information as non-confidential. The receiving party hereby agrees that it shall not disclose, distribute or disseminate any part of the other Party’s Confidential Information of in strict confidence; not to disclose such Confidential Information to third parties not authorized by Discloser to receive such Confidential Information and not to use such Confidential Information for any purpose except as expressly permitted under this Agreement; provided, however, the disclosing party Recipient may disclose Confidential Information to any third party without the prior written consent of the disclosing party, except those its directors, managers, officers, investors, potential investors, employees, consultants, advisors and agents contractors who have a need to know such Confidential Information and who have executed a similarly stringent confidentiality agreement or are subject to a professional duty of the receiving party who are required confidentiality. Both Parties will take reasonable security precautions to have protect the Confidential Information on a need-to-know basis and under confidentiality obligations at least as protective Information. Each Party will not remove, or cause to those agreed under be removed from the other, any original or duplicated documents to which it may have access in the furtherance of this Agreement. The transfer term “duplicated documents” includes, but is not limited to, any photocopies, microfilm, tape recordings, handwritings, computer disks, or mimeographed duplicates. Upon written request of the NDA other Party, the requested Party shall promptly deliver or destroy all records, notes, and other written, printed, or tangible materials in its duties and rights to other parties, who are supposed to receive Confidential Information, will be done in writing and needs to be provided possession embodying or pertaining to the other party upon request. In order to protect the disclosing party's Confidential Information, the receiving party shall exercise the same degree of care to avoid disclosure of the Confidential Information as it uses in respect of its own confidential information but in no case less than a reasonable degree of care. The receiving party agrees to notify the disclosing party in writing of any misuse or misappropriation of the Confidential Information of the disclosing party that may come to its attention. The receiving party shall not reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the disclosing party's Confidential Information. The receiving party further agrees that it will not remove any copyright notice, trademark notice and/or other proprietary legend or indication foregoing prohibition on disclosure of confidentiality set forth on or contained in any Confidential Information disclosed shall not apply to it by the disclosing party, and will not copy or reproduce any of the disclosing party’s extent certain Confidential Information except is required to be disclosed by Recipient as necessary a matter of law or by order of a court, provided that Recipient uses reasonable efforts to carry out provide Discloser with prior notice of such obligation to disclose and reasonably assists in Discloser’s lawful efforts to restrict or prevent the Purpose of this Agreementdisclosure (at Discloser’s sole cost and expense).

Confidentiality and Non-Use. In principle 4.1 Each of the Parties shall: (i) not disclose and/or transfer and/or reveal the Confidential Information to any third Party; (ii) not use and/or copy and/or reproduce the Confidential Information in any fashion except as reasonably necessary to perform and exercise its rights and obligations under this Agreement; (iii) take all necessary actions, consistent with its protection of its own confidential or and proprietary information or data and all recording-bearing media is regarded as Confidential Information, without it having (but in no event exercise less than reasonable care) to be marked "Confidential" unless the disclosing party has indicated in writing that the relevant information is not confidential. Any information received orally or visually (e.g. by showing the facilities) shall also be treated as confidential, unless the disclosing party identified the information as non-confidential. The receiving party hereby agrees that it shall not disclose, distribute or disseminate any part prevent unauthorized disclosure of the Confidential Information; and (iv) disclose the Confidential Information of the disclosing party to any third party without the prior written consent of the disclosing partyits Sublicensees, except those directorspersonnel, employees, representatives, officers, employeesshareholders of THM, consultants, advisors and agents the management of the receiving party who are required to have Hospital and/or the Confidential Information management of the Fund and advisors (the "PERMITTED PERSONNEL") on a need-to-know basis basis, provided that each of the above is bound by a written undertaking of confidentiality and under confidentiality obligations non-use with terms which are at least as protective restricting as those specified herein, all during the period of this Agreement and for a term of seven (7) years following its term or termination. For the removal of doubt, it is hereby clarified that the receiving Party shall be responsible and liable to those agreed under this Agreement. The transfer the disclosing Party for any breach of the NDA and its duties and rights above obligation of confidentiality being committed by the Permitted Personnel as if such breach was committed by the receiving Party itself. This above restriction of confidentiality shall not apply to other parties, who are supposed to receive Confidential Information, will be done in writing and needs to be provided Information which: (i) is or becomes public domain through no act or omission of the receiving Party; and/or (ii) was lawfully obtained by the receiving Party from another source; and/or (iii) was already known to the receiving Party, other party upon request. In order to protect than under an obligation of confidentiality, at the time of disclosure by the disclosing party's Confidential InformationParty, as evidenced in written records; and/or (iv) was independently discovered or developed by the receiving party shall exercise Party without the same degree use of care to avoid disclosure of the Confidential Information as it uses in respect of its own confidential information but in no case less than a reasonable degree of care. The receiving party agrees to notify the disclosing party in writing of any misuse or misappropriation of the Confidential Information of the disclosing party Party; and/or (v) is required to be disclosed pursuant to any statute, regulation, order, subpoena or document discovery request, provided that may come prior written notice of such disclosure is furnished to its attention. The receiving party shall not reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the disclosing party's Confidential Information. The Party as soon as practicable in order to afford the disclosing Party an opportunity to seek a protective order (it being agreed that if the disclosing Party is unable to obtain or does not seek a protective order and the receiving party further agrees Party is legally compelled to disclose such information, disclosure of such information may be made without liability provided however in such event the receiving Party shall furnish only that it will not remove any copyright notice, trademark notice and/or other proprietary legend or indication portion of confidentiality set forth on or contained in any the Confidential Information disclosed to it by the disclosing partywhich is legally required, and will not copy or reproduce any of the disclosing party’s Confidential Information except as necessary shall exercise all efforts required to carry out the Purpose of this Agreementobtain confidential treatment for such information).

Confidentiality and Non-Use. In principle all confidential or proprietary information or data 8.2. The confidentiality obligations and all recording-bearing media is regarded as use limitations set forth in this Section 8 shall remain in effect for a period of three (3) years from the disclosure of the Confidential Information, without it having ; provided that all trade secrets shall remain subject to be marked "Confidential" unless the disclosing party has indicated in writing that terms hereof for as long as they are classified as such under applicable law. Each Party agrees to protect the relevant information is not confidential. Any information received orally or visually (e.g. by showing the facilities) shall also be treated as confidential, unless the disclosing party identified the information as non-confidential. The receiving party hereby agrees that it shall not disclose, distribute or disseminate any part confidentiality of the Confidential Information of the disclosing party to any third party without the prior written consent of the disclosing party, except those directors, officers, employees, consultants, advisors and agents of the receiving party who are required to have the Confidential Information on a need-to-know basis and under confidentiality obligations at least as protective to those agreed under this Agreement. The transfer of the NDA and its duties and rights to other parties, who are supposed to receive Confidential Information, will be done Party in writing and needs to be provided to the other party upon request. In order to protect the disclosing party's Confidential Information, the receiving party shall exercise the same degree of care to avoid disclosure of manner that it protects the Confidential Information as it uses in respect confidentiality of its own proprietary and confidential information of like kind, but in no case event shall either Party exercise less than reasonable care in protecting such Confidential Information; provided that a reasonable degree of care. The receiving party agrees to notify the disclosing party in writing of any misuse or misappropriation of the Receiving Party may disclose Confidential Information of the disclosing party that may come Disclosing Party to its attentionemployees, contractors, subcontractors, or representatives who have a need to know such Confidential Information and who are bound to protect such Confidential Information under substantially similar terms as required hereby, or to legal, financial or other professional advisors who are providing professional services to the Receiving Party subject to obligations of confidentiality. The receiving party In addition, without the Disclosing Party’s written permission, the Receiving Party shall not reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the disclosing party's Confidential Information. The receiving party further agrees that it will not remove any copyright notice, trademark notice and/or other proprietary legend or indication of confidentiality set forth on or contained in use any Confidential Information disclosed to it by the disclosing party, and will not copy or reproduce any of the disclosing party’s Disclosing Party other than in connection with fulfilling the obligations or exercising the rights of the Receiving Party under these Terms (including, without limitation, as may be necessary to support or defend a claim arising under these Terms). Neither Party may engage in any purchasing or selling of securities based on any Confidential Information except as necessary or any material, non-public information and may not communicate any such information to carry out the Purpose of this Agreementany person or entity when it is reasonably foreseeable that such person is likely to purchase or sell securities based on such information.

Confidentiality and Non-Use. In principle all 8.1 Dow and the Host Company each acknowledge that during the term of this Agreement, their employees, including the Seconded Employees, may receive, or otherwise acquire, information that the Party disclosing the information (the “Disclosing Party”) considers proprietary and confidential, or that the Disclosing Party is obligated to keep in confidence pursuant to an agreement with a third party. Except as otherwise provided to the contrary in any general confidentiality and non-use agreements between Dow and the Host Company, the Party receiving the disclosure of any the proprietary and confidential or proprietary information or data (the “Receiving Party”), and its employees, agree to maintain any and all recording-bearing media is regarded proprietary and confidential information transmitted to it, or its employees, by the Disclosing Party, or otherwise acquired by it, or its employees, as Confidential Informationa result of the performance of services for the Host Company by the Seconded Employees or being present on the Disclosing Party’s premises, without it having to be marked "Confidential" unless the disclosing party has indicated in writing that the relevant information is strict confidence. The Receiving Party agrees to, and shall cause its employees to, not confidential. Any information received orally or visually (e.g. by showing the facilities) shall also be treated as confidential, unless the disclosing party identified disclose the information as non-confidential. The receiving party hereby agrees that it shall not disclose, distribute or disseminate any part of the Confidential Information of the disclosing party to any third party or use the information on its (or its employees’) own behalf, without the prior written consent of the disclosing partyDisclosing Party. All business and technical information received, except those directorsdeveloped, officersobserved, or otherwise acquired by the Receiving Party or its employees, consultantsincluding the Seconded Employees, advisors as a result of performing services for the Host Company, or being present at the Disclosing Party’s premises, is presumed to be confidential. The obligations of confidence and agents non-use described in this Article 8 shall not apply to any information that (a) was known to the Receiving Party prior to receipt from the Disclosing Party, or as a result of performing services for the Disclosing Party or being present on the Disclosing Party’s premises, (b) is or becomes known to the public through no fault of the receiving party who are Receiving Party, (c) the Receiving Party is legally required by statute, subpoena, or other valid court order, to have disclose by a Governmental Authority having competent jurisdiction, provided the Confidential Information on a need-to-know basis and under confidentiality obligations at least as protective to those agreed under this Agreement. The transfer of the NDA and its duties and rights to other parties, who are supposed to receive Confidential Information, will be done in writing and needs to be provided Receiving Party gives notice to the other party upon request. In order Disclosing Party as soon as reasonably possible regarding its obligation to protect disclose the disclosing party's Confidential Informationinformation, (d) corresponds in substance to that furnished to the receiving party shall exercise Receiving Party by others as a matter of right without restriction on disclosure, or (e) corresponds in substance to that independently developed by or for the same degree of care to avoid disclosure of the Confidential Information as it uses in respect of its own confidential information but in no case less than a reasonable degree of care. The receiving party agrees to notify the disclosing party in writing of any misuse or misappropriation of the Confidential Information of the disclosing party that may come to its attention. The receiving party shall not reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the disclosing party's Confidential Information. The receiving party further agrees that it will not remove any copyright notice, trademark notice and/or other proprietary legend or indication of confidentiality set forth on or contained in any Confidential Information disclosed to it by the disclosing party, and will not copy or reproduce any of the disclosing party’s Confidential Information except as necessary to carry out the Purpose of this AgreementReceiving Party.

Confidentiality and Non-Use. In principle all During the Term and for three (3) years thereafter, any Confidential Information which a Disclosing Party discloses or makes available to a Receiving Party (a) shall not be, directly or indirectly, disclosed or used by the Receiving Party other than solely in connection with its obligations under this Agreement, (b) shall be kept in strict confidence by the Receiving Party to a commercially reasonable level of security, (c) shall not be reproduced by the Receiving Party without the Disclosing Party’s prior consent, and (d) shall not be disclosed by the Receiving Party to any other person or entity without the Disclosing Party’s prior written consent; provided, however, that the Receiving Party may reveal such information to its affiliates, officers, directors, employees, members, accountants, attorneys, agents, consultants, advisors, and financing sources (collectively, its “Representatives”) who (i) need to know or be aware of the Confidential Information in connection with the Agreement, (ii) are informed of the confidential or proprietary information or data and all recording-bearing media is regarded as nature of the Confidential Information, without it having and (iii) are subject, as a result of their employment or engagement by the Receiving Party, to be marked "Confidential" unless an obligation similar in nature and scope to this Agreement, which prohibits such party from disclosing the disclosing party has indicated Confidential Information furnished to them in writing that the relevant information is not confidential. Any information received orally or visually (e.g. by showing the facilities) shall also be treated as confidential, unless the disclosing party identified the information as non-confidentialconnection with this Agreement. The receiving party hereby agrees Receiving Party shall be responsible for any breach of this Agreement by any of its Representatives. Notwithstanding any other provision of this Agreement, the Receiving Party may disclose the Confidential Information to the extent required by applicable law, regulation or court order, provided that it shall not discloseif the Receiving Party is required in any civil or criminal legal proceeding, distribute regulatory proceeding or disseminate any similar process to disclose any part of the Confidential Information of the disclosing party to any third party without the prior written consent of the disclosing party, except those directors, officers, employees, consultants, advisors and agents of the receiving party who are required to have the Confidential Information on a need-to-know basis and under confidentiality obligations at least as protective to those agreed under this Agreement. The transfer of the NDA and its duties and rights to other parties, who are supposed to receive Confidential Information, will be done in writing and needs prior to be provided disclosure the Receiving Party shall, to the other party upon request. In extent permitted, give prompt notice of such request to the Disclosing Party so that the Disclosing Party may seek (at the Disclosing Party’s cost) an appropriate protective order to protect or waive the disclosing party's Confidential Information, Receiving Party’s compliance with the receiving party shall exercise the same degree of care to avoid disclosure of the Confidential Information as it uses in respect of its own confidential information but in no case less than a reasonable degree of care. The receiving party agrees to notify the disclosing party in writing of any misuse or misappropriation of the Confidential Information of the disclosing party that may come to its attention. The receiving party shall not reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the disclosing party's Confidential Information. The receiving party further agrees that it will not remove any copyright notice, trademark notice and/or other proprietary legend or indication of confidentiality set forth on or contained in any Confidential Information disclosed to it by the disclosing party, and will not copy or reproduce any of the disclosing party’s Confidential Information except as necessary to carry out the Purpose provisions of this Agreement.

Confidentiality and Non-Use. In principle Recipient shall keep or cause to be kept in strict confidence all confidential Confidential Information of Disclosing Party and shall not disclose it to anyone except to a limited group of its employees who are engaged in the evaluation of such Confidential Information in connection with the Subject Matter ("Authorized Persons"). Recipient will use such Confidential Information only in connection with the evaluation of the Subject Matter or for the purpose of fulfilling its duties and responsibilities pursuant to any written agreement between the parties pertaining to the Subject Matter. Recipient shall use at least the same degree of care in safeguarding Confidential Information of Disclosing Party as Recipient uses for its own proprietary information of like importance, but in no event less than reasonable care. Each of the Authorized Persons of Recipient to whom Confidential Information of Disclosing Party is disclosed will be advised by Recipient of its confidential nature and of the terms of this Agreement. Upon Disclosing Party's written request, Recipient will either destroy or data return to Disclosing Party all Confidential Information of Disclosing Party which is in tangible form, including any copies thereof which Recipient or its Authorized Persons may have made, and Recipient will destroy all recording-bearing media is regarded as Confidential Information, without it having to be marked "Confidential" unless the disclosing party has indicated abstracts and summaries thereof and destroy or delete all references thereto in its documents. If Disclosing Party notifies Recipient in writing that the relevant information is not confidential. Any information received orally or visually (e.g. by showing the facilities) shall also be treated as confidential, unless the disclosing party identified the information as non-confidential. The receiving party hereby agrees that it shall not disclose, distribute or disseminate to any part of the Confidential Information of the disclosing party to any third party without the prior written consent of the disclosing partyDisclosing Party which it does not wish copied, except those directors, officers, employees, consultants, advisors and agents of the receiving party who are required to have the Confidential Information on a need-to-know basis and under confidentiality obligations at least as protective to those agreed under this Agreement. The transfer of the NDA and its duties and rights to other parties, who are supposed to receive Confidential Information, will be done in writing and needs to be provided to the other party upon request. In order to protect the disclosing party's Confidential Information, the receiving party Recipient shall exercise the same degree of care to avoid disclosure of the Confidential Information as it uses in respect of its own confidential information but in no case less than a reasonable degree of care. The receiving party agrees to notify the disclosing party in writing of any misuse or misappropriation of the Confidential Information of the disclosing party that may come to its attention. The receiving party shall not reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the disclosing party's Confidential Information. The receiving party further agrees that it will not remove any copyright notice, trademark notice and/or other proprietary legend or indication of confidentiality set forth on or contained in any Confidential Information disclosed to it by the disclosing party, and will not copy or reproduce any of the disclosing party’s Confidential Information except as necessary to carry out the Purpose of this Agreementso comply.

Confidentiality and Non-Use. In principle all 15.1 During the term of this Agreement, a Party (the “Disclosing Party”) may disclose to any other Party, its affiliates directors, officers, employees and agents (including, without limitation, legal advisors) (collectively, the “Receiving Party”) certain confidential or information that the Disclosing Party considers confidential and proprietary information or data and all recording-bearing media is regarded as (the “Confidential Information”). Except in performing its obligations or exercising its rights and licenses hereunder, the Receiving Party shall keep Confidential Information confidential and such Confidential Information shall not, without it having the Disclosing Party’s prior written consent, be disclosed by the Receiving Party to any person or entity not a party to this Agreement in any manner whatsoever in whole or in part, and shall not be marked "Confidential" unless used by a Receiving Party. Confidential Information shall be disclosed only to the disclosing party has indicated in writing that officers of the relevant information is not confidentialReceiving Party, employees of the Receiving Party and third parties who need to know such Confidential Information for the purposes of this Agreement. Any information received orally or visually (e.g. by showing the facilities) shall also be treated as confidentialThe Receiving Party hereto agrees that, unless the disclosing party identified the information as non-confidential. The receiving party hereby agrees that required by applicable law or legal process, it shall will not disclose, distribute or disseminate any part of the Confidential Information of the disclosing party disclose to any third party without the prior written consent of the disclosing party, except those directors, officers, employees, consultants, advisors and agents of the receiving party who are required to have the Confidential Information on a need-to-know basis and under confidentiality obligations at least as protective to those agreed under this Agreement. The transfer of the NDA and its duties and rights to other parties, who are supposed to receive Confidential Information, will be done in writing and needs nor use such Confidential Information it receives from the Disclosing Party, for any purpose other than that contemplated under this Agreement or the Ancillary Agreements. To the extent that either Party is required to be provided use or disclose Confidential Information to comply with Applicable Laws, each Party agrees to first provide the other party upon request. In order to protect the disclosing party's Confidential Information, the receiving party shall exercise the same degree of care to avoid disclosure Party with written notice of the Confidential Information as it uses in respect of its own confidential information but in no case less than a reasonable degree of care. The receiving party agrees proposed use or disclosure and an opportunity to notify the disclosing party in writing of any misuse review and challenge such use or misappropriation of the Confidential Information of the disclosing party that may come to its attention. The receiving party shall not reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the disclosing party's Confidential Information. The receiving party further agrees that it will not remove any copyright notice, trademark notice and/or other proprietary legend or indication of confidentiality set forth on or contained in any Confidential Information disclosed to it by the disclosing party, and will not copy or reproduce any of the disclosing party’s Confidential Information except as necessary to carry out the Purpose of this Agreementdisclosure.