Common use of Confidentiality and Public Disclosure Clause in Contracts

Confidentiality and Public Disclosure. 8.1 During the Term of this Agreement and for a period of [***] thereafter, a Party shall not disclose to any Third Party any Confidential Information received by it hereunder from the other Party or use any such Confidential Information for its own benefit. Each Party agrees to protect Confidential Information received from the other Party at least as well as it would its own proprietary and confidential information. 8.2 To the extent it is reasonably necessary or appropriate to fulfill its obligations or exercise its rights under this Agreement, a Party may disclose the other Party’s Confidential Information to its Affiliates, consultants, outside contractors, collaborators and clinical investigators on a need-to-know basis on condition that such entities or persons agree to keep Confidential Information confidential for the same time periods and to the same extent as required by this Agreement The obligation of a Party not to disclose Confidential Information of the other Party shall not apply to any part of such Confidential Information that is disclosed by a Party pursuant to an order or demand issued by a court or governmental agency or pursuant to a legal proceeding or as otherwise required by law; provided, however, that such Party notifies the other Party prior to disclosure, giving the other Party sufficient advance notice to permit it to seek a protective order or other similar order with respect to such Confidential Information and provided further that such Party furnishes only that portion of the other Party’s Confidential Information which it is advised by counsel is legally required. 8.3 Each Party shall bind all persons having access through it to any Confidential Information to take no steps inconsistent with or preventing such Party from carrying out the terms of this Agreement. Each Party hereby represents to the other that the receiving Party will be responsible for the acts of any officer and/or employee receiving the Confidential Information. 8.4 Upon termination of this Agreement, each Party, at the request of the other, shall return all Confidential Information disclosed to it hereunder, in whatever form contained, including all notes or memoranda made by its employees, agents, or representatives obtained or derived from any such Confidential Information, including any listing which identifies the documents which were provided. 8.5 Neither Party shall disclose the terms or conditions of this Agreement that have not been previously disclosed to the public or make any public announcement concerning this Agreement without the consent of the other Party, which shall not be unreasonably withheld, except such consent shall not be required (i) where such disclosure is required in accordance with any applicable law, rule or regulation (including, without limitation, disclosure requirements of the U.S. Securities and Exchange Commission or any stock exchange on which securities are traded), (ii) in connection with an equity investment, loan, financing or similar transaction provided that such disclosure is subject to an obligation of confidentiality, (iii) in connection with a consolidation, merger, change in control or sale of all or a portion of the business of a Party or similar transaction subject to an obligation of confidentiality by the receiving Party, (iv) in connection with an order of a court or government agency in the manner disclosed as provided in Section 8.2, (v) where such disclosure is made to attorneys, accountants and other advisors to a Party subject to an obligation of confidentiality. In the event of a required public announcement, to the extent practicable under the circumstances, the Party making such announcement shall provide the other Party with a copy of the proposed text prior to such announcement sufficiently in advance of the scheduled release of such announcement to afford such other Party a reasonable opportunity to review and comment upon the proposed text.

Confidentiality and Public Disclosure. 8.1 During the Term of this Agreement and for a period of [***] thereafter, a 7.1. Neither Party shall not disclose to any Third Party third party (other than an Affiliate company) any Confidential Information received by it hereunder from or in connection with the other Party Original Agreement or use any such Confidential Information for its own benefitbenefit or that of any third party without the written consent of the Party that disclosed such Confidential Information. Each Party agrees to protect Confidential Information received from the other Party at least as well as it would its own proprietary and confidential information. 8.2 To the extent it is reasonably necessary or appropriate to fulfill its obligations or exercise its rights under this Agreement, a Party may disclose the other Party’s Confidential Information to its Affiliates, consultants, outside contractors, collaborators and clinical investigators on a need-to-know basis on condition that such entities or persons agree to keep Confidential Information confidential for the same time periods and to the same extent as required by this Agreement The obligation of a Party not to disclose Confidential Information of the other Party shall not apply to any part of such Confidential Information that is disclosed by a Party pursuant to an order or demand issued by a court or governmental agency or pursuant to a legal proceeding or as otherwise required by law; provided, however, that such Party notifies the other Party prior to disclosure, giving the other Party sufficient advance notice to permit it to seek a protective order or other similar order with respect to such Confidential Information and provided further that such Party furnishes only that portion of the other Party’s Confidential Information which it is advised by counsel is legally required. 8.3 7.2. Each Party shall bind all persons having access through it to any Confidential Information to take no steps inconsistent with or preventing such Party from carrying out the terms of this Agreement. Each Party hereby represents to the other that the receiving Party will be responsible for the acts of any officer director, officer, employee and/or employee agent receiving the Confidential Information. 8.4 Upon termination of this Agreement, each 7.3. Each Party, at the request of the other, shall return or destroy all Confidential Information disclosed to it hereunder, in whatever form contained, including all notes or memoranda made by its employees, agents, or representatives obtained or derived from any such Confidential Information, including any listing which identifies the documents which were provided, except that one copy of the Confidential Information may be retained at the office of each Party’s counsel, to maintain a record of the same. 8.5 Neither 7.4. Notwithstanding anything to the contrary in this Agreement, the Parties understand and agree that either Party, as the Receiving Party shall of Confidential Information from the Disclosing Party, may, if so required, disclose some or all of the terms or conditions of information included in this Agreement that have not been previously disclosed to the public or make any public announcement concerning this Agreement without the consent other Confidential Information of the other Party, which shall not be unreasonably withheld, except such consent shall not be required Party (i) where such disclosure is required in accordance order to comply with any applicable its obligations under law, rule or regulation (including, without limitation, disclosure requirements of the U.S. Securities and Exchange Commission or any stock exchange on which securities are traded), (ii) in connection with an equity investment, loan, financing or similar transaction provided that such disclosure is subject to respond to an obligation inquiry of confidentialitya Governmental Authority, or (iii) in connection with a consolidationjudicial, merger, change in control administrative or sale of all or a portion of the business of a Party or similar transaction subject to an obligation of confidentiality by the receiving Party, (iv) in connection with an order of a court or government agency in the manner disclosed as provided in Section 8.2, (v) where such disclosure is made to attorneys, accountants and other advisors to a Party subject to an obligation of confidentialityarbitration proceeding. In any such event the event of a required public announcement, to the extent practicable under the circumstances, the Receiving Party making such announcement disclosure shall (A) provide the other Disclosing Party with a copy as much advance notice as reasonably practicable of the proposed text prior required disclosure, (B) cooperate with the Disclosing Party in any attempt to such announcement sufficiently prevent or limit the disclosure, and (C) reasonably limit any disclosure to the specific purpose at issue. Additionally, each Party shall be free to make comments consistent with any press release issued in advance of the scheduled release of such announcement to afford such other Party a reasonable opportunity to review and comment upon the proposed textconformance with Section 8.1 below.

Confidentiality and Public Disclosure. 8.1 During 11.1 Each of the Term of this Agreement Parties agrees that, subject to Sections 11.2 and for a period of [***] thereafter, a Party shall 11.3 below (a) it will not disclose to any Third Party any Confidential Information received by it hereunder from the other Party or use any such Confidential Information for its own benefit. Each Party agrees to protect Confidential Information received from the other Party at least as well as it would its own proprietary and confidential information. 8.2 To the extent it is reasonably necessary or appropriate to fulfill its obligations or exercise its rights under this Agreement, a Party may disclose the other Party’s Confidential Information to its Affiliates, consultants, outside contractors, collaborators and clinical investigators on a need-to-know basis on condition that such entities or persons agree to keep Confidential Information confidential for the same time periods and to the same extent as required by this Agreement The obligation of a Party not to disclose Confidential Information of the other Party shall that it may acquire at any time during the term of this Agreement without the prior written consent of such Party; (b) it will not apply make use of any Confidential Information of the other Party for any purpose other than for the purposes set forth herein, or in furtherance of the transactions contemplated by, this Agreement and it will use all reasonable efforts to prevent unauthorized publication or disclosure by any part person of such Confidential Information including requiring its employees, consultants or agents to enter into similar confidentiality agreements in relation to such Confidential Information. 11.2 Each of the Parties acknowledge and agree that is disclosed by a the terms and conditions of this Agreement shall be considered Confidential Information of each Party pursuant to an order or demand issued by a court or governmental agency or pursuant to a legal proceeding or as otherwise required by lawand shall be treated accordingly; provided, however, that such each Party notifies shall have the other right to disclose this Agreement to its consultants and advisors under customary obligations of confidentiality. Neither Party prior to disclosureshall make any public disclosure or press release regarding this Agreement and shall not otherwise disseminate information, including product lists and company literature (written or electronic), that may have the affect of giving the other Party sufficient advance notice to permit it to seek a protective order any third party or other similar order with respect to such Confidential Information and provided further that such Party furnishes only that portion the public of the other Party’s Confidential Information which it is advised by counsel is legally required. 8.3 Each Party shall bind all persons having access through it to any Confidential Information to take no steps inconsistent with existence or preventing such Party from carrying out the terms of this Agreement. Each For clarity, it is understood that even if the existence of this Agreement becomes public knowledge neither Party hereby represents to shall divulge any of the other that terms, including the receiving Party will be responsible for nature or identity of the acts of any officer and/or employee receiving the Confidential Information. 8.4 Upon termination API, of this Agreement. 11.3 The restrictions on the use and disclosure of Confidential Information in Section 10.1 shall not include any such information that is required to be disclosed (i) under Applicable Law, (ii) to respond to an inquiry of a Governmental Authority concerning the Product, or (iii) in a judicial, administrative or arbitration proceeding, then the receipt shall (A) provide the other Party with as much advance notice as reasonably practicable of the required disclosure, (B) cooperate with the other Party in any attempt to prevent or limit the disclosure, and (C) limit any disclosure to the specific purpose at issue. 11.4 The Parties acknowledge and agree that the terms and conditions of this Agreement shall be considered Confidential Information of each Party and shall be treated accordingly. Notwithstanding the foregoing, Biocon acknowledges and agrees that Par may be required to disclose some or all of the information included in this Agreement in order to comply with its obligations under the United States Securities Act of 1933, the United States Securities Exchange Act of 1934 (“SEC”), listing standards or agreements of any national or international securities exchange or The NASDAQ Stock Market or other similar laws of a Governmental Authority, and Biocon hereby consents to such disclosure; provided however, in connection with any such disclosure or filing, Par will use its reasonable efforts, under the guidance of its attorneys, to obtain confidential treatment of this Agreement as permitted by law or applicable rules and regulations and Par shall provide Biocon with a copy of the disclosure intended to be made, and the opportunity to provide comments thereon that shall be duly considered by Par. 11.5 Each Party, at the request of the other, shall return all Confidential Information disclosed to it hereunder, in whatever form contained, including all notes or memoranda made by its employees, agents, or representatives obtained or derived from any such Confidential Information, including any listing which identifies the documents which were provided. 8.5 Neither Party shall disclose the terms or conditions , except that one copy of this Agreement that have not been previously disclosed maybe retained at each Party’s Office of Counsel, to the public or make any public announcement concerning this Agreement without the consent maintain a record of the other Party, which shall not be unreasonably withheld, except such consent shall not be required (i) where such disclosure is required in accordance with any applicable law, rule or regulation (including, without limitation, disclosure requirements of the U.S. Securities and Exchange Commission or any stock exchange on which securities are traded), (ii) in connection with an equity investment, loan, financing or similar transaction provided that such disclosure is subject to an obligation of confidentiality, (iii) in connection with a consolidation, merger, change in control or sale of all or a portion of the business of a Party or similar transaction subject to an obligation of confidentiality by the receiving Party, (iv) in connection with an order of a court or government agency in the manner disclosed as provided in Section 8.2, (v) where such disclosure is made to attorneys, accountants and other advisors to a Party subject to an obligation of confidentiality. In the event of a required public announcement, to the extent practicable under the circumstances, the Party making such announcement shall provide the other Party with a copy of the proposed text prior to such announcement sufficiently in advance of the scheduled release of such announcement to afford such other Party a reasonable opportunity to review and comment upon the proposed textsame.

Confidentiality and Public Disclosure. 8.1 9.1. During the Term term of this Agreement and for a period of [***] five (5) years thereafter, a Party shall not disclose to any Third Party any Confidential Information received by it hereunder from the other Party or use any such Confidential Information for its own benefit. Each Party agrees to protect Confidential Information received from the other Party at least as well as it would its own proprietary and confidential information. 8.2 9.2. To the extent it is reasonably necessary or appropriate to fulfill its obligations or exercise its rights under this Agreement, a Party may disclose the other Party’s 's Confidential Information to its Affiliates, consultants, outside contractors, collaborators and clinical investigators on a need-to-know basis on condition that such entities or persons agree to keep Confidential Information confidential for the same time periods and to the same extent as required by this Agreement Agreement. 9.2.1. The obligation of a Party not to disclose Confidential Information of the other Party shall not apply to any part of such Confidential Information that is disclosed by a Party pursuant to an order or demand issued by a court or governmental agency or pursuant to a legal proceeding or as otherwise required by law; provided, however, however that such Party notifies the other Party prior to disclosure, giving the other Party sufficient advance notice to permit it to seek a protective order or other similar order with respect to such Confidential Information and provided further that such Party furnishes only that portion of the other Party’s 's Confidential Information which it is advised by counsel is legally required. 8.3 9.3. Each Party shall bind all persons having access through it to any Confidential Information to take no steps inconsistent with or preventing such Party from carrying out the terms of this Agreement. Each Party hereby represents to the other that the receiving Party will be responsible for the acts of any officer and/or employee receiving the Confidential Information. 8.4 9.4. Upon termination of this Agreement, each Party, at the request of the other, shall return all Confidential Information disclosed to it hereunder, in whatever form contained, including all notes or memoranda made by its employees, agents, or representatives obtained or derived from any such Confidential Information, including any listing which identifies the documents which were provided. 8.5 9.5. Neither Party party shall disclose the terms or conditions of this Agreement that have not been previously disclosed to the public or make any public announcement concerning this Agreement without the consent of the other Partyparty, which shall not be unreasonably withheld, except such consent shall not be required (i) where such disclosure is required in accordance with any applicable law, rule or regulation (including, without limitation, disclosure requirements of the U.S. Securities and Exchange Commission Commission, NASDAQ or any other stock exchange on which securities are traded), (ii) in connection with an equity investment, loan, financing or similar transaction provided that such disclosure is subject to an obligation of confidentialityconfidentiality except in the case where after reasonable efforts the disclosing party can not obtain such an obligation of confidentiality , (iii) in connection with a consolidation, merger, change in control or sale of all or a portion of the business of a Party or similar transaction subject to an obligation of confidentiality by the receiving Partyparty , (iv) in connection with an order of a court or government agency in the manner disclosed as provided in Section 8.2agency, (v) where such disclosure is made to attorneys, accountants and other advisors to a Party party subject to an obligation of confidentialityconfidentiality . In the event of a required public announcement, to the extent practicable under the circumstances, the Party party making such announcement shall provide the other Party party with a copy of the proposed text prior to such announcement sufficiently in advance of the scheduled release of such announcement to afford such other Party party a reasonable opportunity to review and comment upon the proposed text. 9.6. The Parties understand and agree that each will be required to make a public disclosure regarding this Agreement as a matter of compliance with the United States laws and regulations of the Securities Exchange commission ("SEC") regarding securities. Without limiting either party's obligations under the securities laws and regulations, the parties agree to work together in good faith to make mutually acceptable public announcements of this Agreement at mutually acceptable times. Additionally, if a party is required to file a copy of this Agreement with any of its SEC filings, it agrees to seek confidential treatment for the Agreement, and to work together with the other party in good faith in seeking such confidential treatment.

Confidentiality and Public Disclosure. 8.1 During 9.5.1 The Parties shall treat as confidential and shall not disclose the Term provisions of this Agreement and for a period any agreement entered into pursuant to this Agreement save where otherwise expressly permitted by another agreement entered into between the Parties. Prior to the Closing Date, the Purchaser shall treat as confidential and not disclose or use information received or obtained in respect of [***] thereafterthe Sellers, a Party the Company and any other Novasep Group Company, except to the benefit of its finance providers and prospective co-investors in respect of the acquisition contemplated herein, and the Sellers shall treat as confidential and not disclose or use information received or obtained in respect of the Purchaser. Following the Closing Date, the Sellers shall not disclose and shall cause their Affiliates not to, communicate or divulge to any Third Person and/or make use or permit the use of any confidential information concerning the Company and its business. Notwithstanding the foregoing, each Party may disclose or use confidential information referred to in this Article 9.5.1 to the extent that: (i) the disclosure or use is required by Law, any Confidential Information received by it hereunder from Governmental Authority or the rules and regulations of any recognized stock exchange, pursuant to a subpoena or otherwise in connection with any judicial or administrative proceeding (including, in response to oral questions, interrogatories or requests for information or documents); (ii) the disclosure or use is required to vest the full benefit of this Agreement in Sellers or the Purchaser, as the case may be; (iii) the disclosure is made to employees who need to know such information or professional advisers of the Sellers or the Purchaser who, in each case, agree to keep the information confidential; or (iv) the information is public at the date of this Agreement or becomes publicly available thereafter (other than in breach of this Agreement); provided that prior to disclosure or use of any information in accordance with (i) to (iv) above (except in the case of disclosure to a Tax authority), the Party concerned shall promptly notify the other Party or use any of such Confidential Information for its own benefit. Each Party agrees requirement with a view to protect Confidential Information received from providing the other Party at least as well as it would its own proprietary with the opportunity to contest such disclosure or use or otherwise to agree the timing and confidential informationcontent of such disclosure or use. It is expressly agreed that if this Agreement should be voided or terminated, this Article 9.5.1 shall remain in force. 8.2 To 9.5.2 Notwithstanding Article 9.5.1, the extent it is reasonably necessary Parties will cooperate to prepare and agree a joint press release to be made on or appropriate about the date of this Agreement with respect to fulfill its obligations or exercise its rights under the transactions contemplated by this Agreement. No other press release, a Party may disclose notice or disclosure to any Person or other communication concerning the other Party’s Confidential Information transactions contemplated by this agreement, whether prior to its Affiliates, consultants, outside contractors, collaborators and clinical investigators on a need-to-know basis on condition that such entities or persons agree to keep Confidential Information confidential for the same time periods and subsequent to the same extent as required Closing, shall be issued, given, made or otherwise disseminated by this Agreement The obligation of a Party not to disclose Confidential Information any Party, officers, directors, employees or representatives without the prior written approval of the other Party shall (such approval not apply to any part of such Confidential Information be unreasonably withheld or delayed), except that is disclosed by a Party pursuant to an order or demand issued by a court or governmental agency or pursuant to a legal proceeding or as otherwise required by law; provided, however, that such Party notifies the other Party prior to disclosure, giving the other Party sufficient advance notice to permit it to seek a protective order or other similar order with respect to such Confidential Information and provided further that such Party furnishes only that portion of the other Party’s Confidential Information which it is advised by counsel is legally required. 8.3 Each each Party shall bind all persons having access through it to any Confidential Information to take no steps inconsistent with or preventing such Party be entitled, without obtaining written approval from carrying out the terms of this Agreement. Each Party hereby represents to the other that the receiving Party will be responsible for the acts of any officer and/or employee receiving the Confidential Information. 8.4 Upon termination of this Agreement, each Party, at the request of the other, shall return all Confidential Information disclosed to it hereunder, in whatever form contained, including all notes or memoranda made by its employees, agents, or representatives obtained or derived from any such Confidential Information, including any listing which identifies the documents which were provided. 8.5 Neither Party shall disclose the terms or conditions of this Agreement that have not been previously disclosed to the public or make any public announcement concerning this Agreement without the consent of the other Party, which shall not be unreasonably withheld, except such consent shall not be required to make any disclosures (i) where such disclosure is required in accordance with any by applicable law, rule or regulation (including, without limitation, disclosure requirements of the U.S. Securities and Exchange Commission or any stock exchange on which securities are traded)Laws, (ii) required by any court of competent jurisdiction or in connection with an equity investmentany filings made to any court of competent jurisdiction or in connection with any litigation proceedings, loan, financing or similar transaction provided that such disclosure is subject to an obligation of confidentiality, (iii) in connection with a consolidation, merger, change in control or sale of all or a portion of the business of a Party or similar transaction subject to an obligation of confidentiality required by the receiving Party, (iv) in connection with an order rules and regulations of a court or government agency in the manner disclosed as provided in Section 8.2, (v) where such disclosure is made to attorneys, accountants and other advisors to a Party subject to an obligation of confidentiality. In the event of a required public announcement, to the extent practicable under the circumstances, the Party making such announcement shall provide the other Party with a copy of the proposed text prior to such announcement sufficiently in advance of the scheduled release of such announcement to afford such other Party a reasonable opportunity to review and comment upon the proposed textany competent stock exchange.

Confidentiality and Public Disclosure. 8.1 9.1. During the Term term of this Agreement and for a period of [***] five (5) years thereafter, a Party shall not disclose to any Third Party any Confidential Information received by it hereunder from the other Party or use any such Confidential Information for its own benefit. Each Party agrees to protect Confidential Information received from the other Party at least as well as it would its own proprietary and confidential information. 8.2 9.2. To the extent it is reasonably necessary or appropriate to fulfill its obligations or exercise its rights under this Agreement, a Party may disclose the other Party’s 's Confidential Information to its Affiliates, consultants, outside contractors, collaborators and clinical investigators on a need-to-know basis on condition that such entities or persons agree to keep Confidential Information confidential for the same time periods and to the same extent as required by this Agreement Agreement. 9.2.1. The obligation of a Party not to disclose Confidential Information of the other Party shall not apply to any part of such Confidential Information that is disclosed by a Party pursuant to an order or demand issued by a court or governmental agency or pursuant to a legal proceeding or as otherwise required by law; providedPROVIDED, however, HOWEVER that such Party notifies the other Party prior to disclosure, giving the other Party sufficient advance notice to permit it to seek a protective CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH SECURITIES AND EXCHANGE COMMISSION ASTERISKS DENOTE SUCH OMISSION order or other similar order with respect to such Confidential Information and provided further AND PROVIDED FURTHER that such Party furnishes only that portion of the other Party’s 's Confidential Information which it is advised by counsel is legally required. 8.3 9.3. Each Party shall bind all persons having access through it to any Confidential Information to take no steps inconsistent with or preventing such Party from carrying out the terms of this Agreement. Each Party hereby represents to the other that the receiving Party will be responsible for the acts of any officer and/or employee receiving the Confidential Information. 8.4 9.4. Upon termination of this Agreement, each Party, at the request of the other, shall return all Confidential Information disclosed to it hereunder, in whatever form contained, including all notes or memoranda made by its employees, agents, or representatives obtained or derived from any such Confidential Information, including any listing which identifies the documents which were provided. 8.5 9.5. Neither Party party shall disclose the terms or conditions of this Agreement that have not been previously disclosed to the public or make any public announcement concerning this Agreement without the consent of the other Partyparty, which shall not be unreasonably withheld, except such consent shall not be required (i) where such disclosure is required in accordance with any applicable law, rule or regulation (including, without limitation, disclosure requirements of the U.S. Securities and Exchange Commission Commission, NASDAQ or any other stock exchange on which securities are traded), (ii) in connection with an equity investment, loan, financing or similar transaction provided that such disclosure is subject to an obligation of confidentialityconfidentiality except in the case where after reasonable efforts the disclosing party can not obtain such an obligation of confidentiality , (iii) in connection with a consolidation, merger, change in control or sale of all or a portion of the business of a Party or similar transaction subject to an obligation of confidentiality by the receiving Partyparty , (iv) in connection with an order of a court or government agency in the manner disclosed as provided in Section 8.2agency, (v) where such disclosure is made to attorneys, accountants and other advisors to a Party party subject to an obligation of confidentialityconfidentiality . In the event of a required public announcement, to the extent CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH SECURITIES AND EXCHANGE COMMISSION ASTERISKS DENOTE SUCH OMISSION practicable under the circumstances, the Party party making such announcement shall provide the other Party party with a copy of the proposed text prior to such announcement sufficiently in advance of the scheduled release of such announcement to afford such other Party party a reasonable opportunity to review and comment upon the proposed text. 9.6. The Parties understand and agree that each will be required to make a public disclosure regarding this Agreement as a matter of compliance with the United States laws and regulations of the Securities Exchange commission ("SEC") regarding securities. Without limiting either party's obligations under the securities laws and regulations, the parties agree to work together in good faith to make mutually acceptable public announcements of this Agreement at mutually acceptable times. Additionally, if a party is required to file a copy of this Agreement with any of its SEC filings, it agrees to seek confidential treatment for the Agreement, and to work together with the other party in good faith in seeking such confidential treatment.

Confidentiality and Public Disclosure. 8.1 During the Term of this Agreement and for a period of [***] thereafter, a 9.1 The Receiving Party shall not disclose to any Third Party any Confidential Information received by it hereunder from the other Party or use any such Confidential Information for its own benefitbenefit or that of any Third Party without the written consent of the Disclosing Party. Each Party agrees to protect Confidential Information received from the other Party at least as well as it would its own proprietary and confidential information, but using at least a reasonable amount of care. 8.2 To the extent it is reasonably necessary or appropriate to fulfill its obligations or exercise its rights under this Agreement, a Party may disclose the other Party’s Confidential Information to its Affiliates, consultants, outside contractors, collaborators and clinical investigators on a need-to-know basis on condition that such entities or persons agree to keep Confidential Information confidential for the same time periods and to the same extent as required by this Agreement 9.2 The obligation of a Party not to disclose Confidential Information of the other Party shall not apply to any part of such Confidential Information that is disclosed by a Party pursuant to an order or demand issued by a court or governmental agency or pursuant to a legal proceeding or as otherwise required by law; provided, however, that such Party notifies the other Party prior to disclosure, giving the other Party sufficient advance notice to permit it to seek a protective order or other similar order with respect to such Confidential Information and provided further that such Party furnishes only that portion of the other Party’s Confidential Information which it is advised by counsel is legally required. 8.3 Each Receiving Party shall bind all persons having access through it to any Confidential Information to take no steps inconsistent comply with or preventing such Party from carrying out the terms provisions of this Agreement8.1. Each Party hereby represents to the other that the receiving The Receiving Party will be responsible for the acts of any officer and/or employee of its Representatives receiving the Confidential Information. 8.4 Upon termination of this Agreement, each 9.3 The Receiving Party, at the request of the otherDisclosing Party, shall return or destroy all Confidential Information disclosed to it hereunder, in whatever form contained, including all notes or memoranda made by its employees, agents, or representatives obtained or derived from any such Confidential Information, including any listing which that identifies the documents which were provided, except that one copy of all Confidential Information may be retained at the office of the Receiving Party’s counsel, to maintain a record of the same. 8.5 Neither 9.4 Notwithstanding anything to the contrary in this Agreement, the Parties understand and agree that either Party, as the Receiving Party shall of Confidential Information from the Disclosing Party, may, if so required, disclose some or all of the terms or conditions of information included in this Agreement that have not been previously disclosed to the public or make any public announcement concerning this Agreement without the consent other Confidential Information of the other Party, which shall not be unreasonably withheld, except such consent shall not be required Disclosing Party (i) where such disclosure is required in accordance order to comply with any applicable its obligations under law, rule or regulation (including, without limitation, disclosure requirements of the U.S. Securities and Exchange Commission or any stock exchange on which securities are traded), (ii) in connection with an equity investment, loan, financing or similar transaction provided that such disclosure is subject to respond to an obligation inquiry of confidentialitya Governmental Authority, or (iii) in connection with a consolidationjudicial, merger, change in control administrative or sale of all or a portion of the business of a Party or similar transaction subject to an obligation of confidentiality by the receiving Party, (iv) in connection with an order of a court or government agency in the manner disclosed as provided in Section 8.2, (v) where such disclosure is made to attorneys, accountants and other advisors to a Party subject to an obligation of confidentialityarbitration proceeding. In the event of a required public announcement, to the extent practicable under the circumstancesany such event, the Receiving Party making such announcement disclosure shall (a) provide the other Disclosing Party with a copy as much advance notice as reasonably practicable of the proposed text prior required disclosure, (b) cooperate with the Disclosing Party in any attempt to such announcement sufficiently prevent or limit the disclosure, and (c) reasonably limit any disclosure to the specific purpose at issue. Additionally, each Party shall be free to make comments consistent with any press release issued in advance of the scheduled release of such announcement to afford such other Party a reasonable opportunity to review and comment upon the proposed textconformance with Section 10.1 below.