Common use of Confidentiality and Publication Clause in Contracts

Confidentiality and Publication. During the Collaboration Term and for [...***...] years thereafter, the receiving party shall not publish or otherwise disclose to a third party, other than an Affiliate, and shall not use for any purpose other than as expressly provided for in this Agreement any Information furnished to it by the other party through the end of the Collaboration Term (collectively, "Confidential Information"). For the purpose of this Section 13, the term "receiving party" with respect to Roche shall include Affiliates that agree to be bound by the terms and conditions of this Agreement. Each receiving party may use Confidential Information of the other party only to the extent required to accomplish the purposes of this Agreement. Each receiving party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that its employees, agents, consultants and other representatives do not disclose or make any unauthorized use of the other party's Confidential Information. Confidential Information shall not include information which the receiving party can prove by competent tangible evidence: (i) is now, or hereafter becomes, through no act or failure to act on the part of the receiving party, generally known or available; (ii) is known by the receiving party at the time of receiving such information, as evidenced by its tangible records; (iii) is hereafter furnished to the receiving party by a third party, as a matter of right and without restriction on disclosure; (iv) is independently discovered or developed by the receiving party without the use of Confidential Information of the disclosing party; or (v) is the subject of a written permission to disclose provided by the disclosing party. The terms of this Agreement shall be considered Confidential Information, except to the extent that the parties authorize otherwise. Notwithstanding the foregoing, (i) each Party shall have the right to disclose the material terms of this Agreement in confidence to any bona fide potential investor, investment banker, acquirer, merger partner or other potential financial partner, and where ***CONFIDENTIAL TREATMENT REQUESTED reasonably practicable, hall obtain an adequate agreement of confidentiality consistent with the terms of this Agreement, and (ii) if a Party is required to make a disclosure of this Agreement in a regulatory filing, then it will be permitted to do so, provided that it gives reasonable advance notice to the other Party of such disclosure and endeavors in good faith to secure confidential treatment of sensitive information or a protective order related to such information. The parties agree that the press release attached hereto is an authorized disclosure. Roche may disclose Anadys Confidential Information to the extent such disclosure is reasonably necessary for (i) filing or prosecuting patents in accordance with this Agreement or (ii) complying with applicable court orders or governmental regulations.

Confidentiality and Publication. During 5.1 Cabaletta Bio does not intend to disclose confidential information to PENN unless it is necessary or useful for the Collaboration performance of the Services. Each Party agrees that, for the Term and for [...***...*] years thereafter, such Party shall: (a) use the receiving party shall not publish or otherwise disclose same degree of care to a third party, other than an Affiliate, and shall not use for any purpose other than as expressly provided for in this Agreement any Information furnished to it by maintain the other party through the end secrecy of the Collaboration Term (collectively, "Confidential Information"). For the purpose of this Section 13, the term "receiving party" with respect to Roche shall include Affiliates that agree to be bound by the terms and conditions of this Agreement. Each receiving party may use Confidential Information of the other party Party that it uses to maintain the secrecy of its Confidential Information of like kind; (b) use the Confidential Information of the other Party only to accomplish the extent purpose of this Agreement or for audit or management purposes; (c) not disclose the Confidential Information of the other Party to any third party without the other Party’s prior written consent; and (d) ensure that any employees, consultant, intern, student, faculty or other personnel, including the Designated Penn Contact, are bound to it by similar obligations of confidentiality and to make sure such disclosure only as required to accomplish the purposes of this Agreement. Each receiving party The Parties will use at least the same standard of care as it uses endeavor to protect proprietary or xxxx confidential information of its own to ensure that its employees, agents, consultants and other representatives do not disclose or make any unauthorized use of the other party's Confidential Information. Confidential Information shall not include information which the receiving party can prove by competent tangible evidence: (i) is now, or hereafter becomes, through no act or failure to act on the part of the receiving party, generally known or available; (ii) is known by the receiving party at the time of receiving such information, as evidenced by its tangible records; (iii) is hereafter furnished to the receiving party by a third party, as a matter of right and without restriction on disclosure; (iv) is independently discovered or developed by the receiving party without the use of Confidential Information of the disclosing party; or (v) is the subject of a written permission to disclose provided by the disclosing party. The terms of this Agreement shall be considered Confidential Information, except to the extent that the parties authorize otherwise. Notwithstanding the foregoing, the failure to xxxx will not render the information non-confidential when the confidential nature is apparent from the context or subject matter or a reasonable person knowledgeable about translational research and clinical manufacturing would recognize the information as confidential. 5.2 A Party may disclose the Confidential Information of the other Party to the extent required by applicable law or court order or legal process obligated by law, rule, regulation, or rules of a securities exchange (i) each “Securities Laws”); provided, however, that the recipient promptly provides to the disclosing Party shall have prior written notice of such disclosure, limits the right disclosure to only what is required to disclose the material terms of this Agreement and provides reasonable assistance in confidence to any bona fide potential investor, investment banker, acquirer, merger partner obtaining an order or other potential financial partnerremedy protecting the Confidential Information from public disclosure. For the avoidance of doubt, and where ***CONFIDENTIAL TREATMENT REQUESTED reasonably practicable, hall obtain an adequate agreement of confidentiality consistent with in the terms of this Agreement, and (ii) if a Party event the Cabaletta Bio determines it is required to make a disclosure pursuant to the Securities Laws, Cabaletta Bio shall provide prior written notice thereof to PENN, including the text of the proposed disclosure, and provide PENN with an opportunity to comment. 5.3 Cabaletta Bio may disclose the existence and terms of this Agreement to bona fide actual or potential investors and acquirers, partners, collaborators, and licensees, in a regulatory filingeach case, then it will be permitted to do soin connection with bona fide business discussions, provided that it gives reasonable advance notice to the other Party foregoing are bound by similar obligations of such disclosure confidentiality and endeavors in good faith to secure confidential treatment of sensitive information or a protective order related to such information. The parties agree that the press release attached hereto is an authorized disclosure. Roche may disclose Anadys Confidential Information to the extent such disclosure is reasonably necessary for (i) filing or prosecuting patents in accordance with this Agreement or (ii) complying with applicable court orders or governmental regulationsnon-use as set forth herein.

Confidentiality and Publication. During Section 4.01. The receiving Party shall maintain in confidence any information of a confidential or proprietary nature in written or other tangible form and identified as “Confidential” or the Collaboration Term equivalent thereof with respect to the Material or the Modifications, without prior written consent of the disclosing Party, shall not disclose any such confidential information to any entity or person other than those scientists working under Recipient Scientist’s supervision who have a need to know such confidential information for carrying out the purpose contemplated hereby and for [...***...] years thereafter, have agreed in writing to the same obligations of the confidentiality and restrictions on use as those to which the receiving party shall not publish or otherwise disclose to a third party, other than an AffiliateParty is bound thereby, and shall not use any such confidential information for itself or others for any purpose other than in connection with purpose contemplated hereby. The receiving Party shall exercise the same degree of care with respect to maintaining the confidentiality of such confidential information as expressly provided for in it exercises with respect to its own confidential and proprietary information of like importance. Any oral disclosure from the disclosing Party shall be identified as “Confidential” or the equivalent thereof by notice given to the receiving Party within thirty (30) days after the date of such oral disclosure. Section 4.02. The receiving Party shall be relieved of any and all of the obligations under this Agreement any Information furnished Section concerning confidential information conveyed by the disclosing Party under the following circumstances: (a) such information was known by the receiving Party prior to disclosure to it by the other party disclosing Party; (b) such information is or becomes publicly known through the end of the Collaboration Term (collectively, "Confidential Information"). For the purpose of this Section 13, the term "receiving party" with respect to Roche shall include Affiliates that agree to be bound by the terms and conditions of this Agreement. Each receiving party may use Confidential Information of the other party only no fault or omission attributable to the extent required to accomplish the purposes of this Agreement. Each receiving party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that its employees, agents, consultants and other representatives do not disclose or make any unauthorized use of the other party's Confidential Information. Confidential Information shall not include information which the receiving party can prove by competent tangible evidence: (i) is now, or hereafter becomes, through no act or failure to act on the part of the receiving party, generally known or availableParty; (iic) such information is known lawfully obtained by the receiving Party from a third party at which is independent of the time disclosing Party and is in lawful possession of receiving such information, as evidenced by its tangible recordsthe same; (iiid) is hereafter furnished to the receiving party by a third party, as a matter of right and without restriction on disclosure; (iv) such information is independently discovered or developed by the receiving party Party without the access to, or use of Confidential Information of the disclosing partyof, any such confidential information disclosed hereunder; or (ve) is the subject of a written permission to disclose provided by the disclosing party. The terms of this Agreement shall be considered Confidential Information, except to the extent that the parties authorize otherwise. Notwithstanding the foregoing, (i) each Party shall have the right to disclose the material terms of this Agreement in confidence to any bona fide potential investor, investment banker, acquirer, merger partner or other potential financial partner, and where ***CONFIDENTIAL TREATMENT REQUESTED reasonably practicable, hall obtain an adequate agreement of confidentiality consistent with the terms of this Agreement, and (ii) if a Party such information is required by law to make a disclosure of this Agreement in a regulatory filing, then it will be permitted to do sodisclosed, provided that it gives the disclosing Party is given a reasonable advance prior notice of the disclosure and reasonable opportunity to protect the confidential nature of such information. Section 4.03. If Recipient and/or Recipient Scientist wishes to publish the results of evaluation, Recipient and/or Recipient Scientist shall furnish University with a copy of the manuscript, abstract or any other publication disclosing such results prior to submission thereof to any publisher not less than thirty (30) days prior to publication to allow University the opportunity to protect any confidential information relating to the other Party of Material or the Modifications that might be contained in such disclosure and endeavors in good faith to secure confidential treatment of sensitive information or a protective order related to such information. The parties agree that the press release attached hereto is an authorized disclosure. Roche may disclose Anadys Confidential Information to the extent such disclosure is reasonably necessary for (i) filing or prosecuting patents in accordance with this Agreement or (ii) complying with applicable court orders or governmental regulations.