Common use of Confidentiality; Exceptions Clause in Contracts

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, for the term of this Agreement and for three (3) years thereafter, the receiving Party shall keep completely confidential and shall not publish or otherwise disclose and shall not use for any purpose other than proper performance hereunder any information furnished to it by the other Party pursuant to this Agreement, except to the extent that it can be established by the receiving Party by competent proof that such information: (a) was already known to the receiving Party, other than under an obligation of confidentiality, at the time of disclosure by the other Party; (b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (c) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; (d) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Party not to disclose such information to others; or (e) was independently developed by or for the receiving Party by persons not having access to such information, as determined by the written records of such party.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, for the term Term of this Agreement and for three (3) years thereafter, the receiving Party shall keep completely confidential and shall not publish or otherwise disclose disclose, and shall not use for any purpose other than proper performance hereunder hereunder, any information furnished to it by the other Party pursuant to this Agreement, except to the extent that it can be established by the receiving Party by competent proof that such information: (a) was already known to the receiving Party, other than under an obligation of confidentiality, at the time of disclosure by the other Party; (b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (c) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; (d) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Party not to disclose such information to others; or (e) was independently developed by or for the receiving Party by persons Persons not having access to such information, as determined by the written records of such party.

Confidentiality; Exceptions. Except Each Party may from time to time have access to trade secrets, or other proprietary, confidential information of the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, for the term of this Agreement and for three (3) years thereafter, the other Party. The Party receiving Party such information shall keep completely confidential confidential, and shall not publish disclose or otherwise disclose and shall not use for any purpose other than proper performance hereunder except to effectuate the purposes of this Agreement any trade secret or proprietary, confidential information furnished to it by the other Party, including any such information owned by third parties. Each Party pursuant shall inform any employees, contractors, directors, officers and agents to whom the Party discloses such information of the requirements of this Agreement, except . The requirements of this Section 2.5 shall not apply to the extent that it can be established by the receiving Party Party, by competent proof proof, that such information: : (ai) was already known to the receiving Party, other than under an obligation of confidentiality, Party at the time of disclosure by the other Party; Party other than under an obligation of confidentiality; (bii) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; ; (ciii) became generally available to the public or was otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; ; or (div) was disclosed to the receiving Party, other than Party by a third party who was not under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Party not to disclose such information to others; or others (e) was independently developed by or for all such information to which none of the receiving Party by persons not having access to such informationforegoing exceptions applies, as determined by the written records of such party“Confidential Information”).

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, for the term of this Agreement and for three (3) years thereafter, that the receiving Party (the “Receiving Party”) shall keep completely confidential and shall not publish or otherwise disclose and shall not or use for any purpose other than proper performance hereunder as provided for in this Agreement any information furnished Know-How in any form (written, oral, photographic, electronic, magnetic, or otherwise) that is disclosed to it by the other Party pursuant to (the “Disclosing Party”) or otherwise received or accessed by a Receiving Party in the course of performing its obligations or exercising its rights under this AgreementAgreement (collectively, “Confidential Information”), except to the extent that it can be established by the receiving Receiving Party by competent proof that such informationConfidential Information: (a) 11.1.1 was already known in the lawful knowledge and possession of the Receiving Party prior to the receiving time it was disclosed to, or learned by, the Receiving Party, other than under an obligation of confidentiality, at the time of disclosure or was otherwise developed independently by the Receiving Party, as evidenced by written records kept in the ordinary course of business, or other documentary proof of actual use by the Receiving Party; (b) 11.1.2 was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Receiving Party; (c) 11.1.3 became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Receiving Party in breach of this Agreement;; or (d) 11.1.4 was disclosed to the receiving Receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Disclosing Party not to disclose such information to others; or (e) was independently developed by or for the receiving Party by persons not having access to such information, as determined by the written records of such party.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, for the term of this Agreement and for three (3) years thereafter, that the receiving Party shall keep completely confidential and shall not publish or otherwise disclose and shall not or use for any purpose other than proper performance hereunder as provided for in this Agreement any Information and other information and materials furnished to it by the other Party pursuant to this AgreementAgreement or any Information developed during the course of the collaboration hereunder, or any provisions of this Agreement that are the subject of an effective order of the Securities Exchange Commission granting confidential treatment pursuant to the Securities Act of 1934, as amended (collectively, "CONFIDENTIAL INFORMATION"), except to the extent that it can be established by the receiving Party by competent proof that such informationConfidential Information: (a) was already known to the receiving Party, other than under an obligation of confidentiality, at the time of disclosure by the other Party; (b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (c) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; (d) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Party not to disclose such information to others; or (e) was independently discovered and/or developed by or for the receiving Party by persons not having access to such information, as determined by the written records of such partydocumented in its corporate records.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, for the term of this Agreement and for three (3) years thereafter, that the receiving Party (the “Receiving Party”) shall keep completely confidential and shall not publish or otherwise disclose and shall not or use for any purpose other than proper performance hereunder as provided for in this Agreement, Confidential Information in any information furnished form (written, oral, photographic, electronic, magnetic, or otherwise) which is disclosed to it by the other Party pursuant to (the “Disclosing Party”) or otherwise received or accessed by a Receiving Party in the course of performing its obligations or exercising its rights under this Agreement, except to the extent that it can be established by the receiving Party by competent proof that such informationConfidential Information: (a) was already known in the lawful knowledge and possession of the Receiving Party prior to the receiving time it was disclosed to, or learned by, the Receiving Party, other than under an obligation of confidentiality, at the time of disclosure or was otherwise developed independently by the Receiving Party, as evidenced by written records kept in the ordinary course of business, or other documentary proof of actual use by the Receiving Party; (b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Receiving Party; (c) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Receiving Party in breach of this Agreement;; or (d) was disclosed to the receiving Receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Disclosing Party not to disclose such information to others; or (e) was independently developed by or for the receiving Party by persons not having access to such information, as determined by the written records of such party.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, for the term of this Agreement and for three ten (310) years thereafter, the receiving Party shall keep completely confidential and shall not publish or otherwise disclose and shall not to a Third Party or use for any purpose other than proper performance hereunder as provided for in this Agreement any information Information and materials furnished to it by the other Party pursuant to this AgreementAgreement (collectively, "Confidential Information"), except to the extent that it can be established by the receiving Party by competent proof that such informationConfidential Information: (a) was already known to the receiving Party, other than under an obligation of confidentiality, at the time of disclosure by the other Party; (b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (c) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement;; or (d) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Party not to disclose such information to others; or (e) was independently developed by or for the receiving Party by persons not having access to such information, as determined by the written records of such party.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, for during the term of this Agreement and for three (3) ten years thereafter, the receiving Party Party, its Affiliates and its licensees shall, and shall ensure that their respective employees, officers, directors and other representatives shall, keep completely confidential and shall not publish or otherwise disclose and shall not use for any purpose other than proper performance hereunder any information furnished to it or them by the other Party pursuant to disclosing Party, its Affiliates or its licensees or developed under or in connection with this Agreement, except to the extent that it can be established by the receiving Party by competent proof that such information: : (ai) was already known to the receiving Party, other than under an obligation of confidentiality, at the time of disclosure by the other disclosing Party; ; (bii) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; ; (ciii) became generally available to the public or was otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; ; or (div) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Party not to disclose such information to others; or others (e) was independently developed by or for all such information to which none of the receiving Party by persons not having access to such informationforegoing exceptions applies, as determined by the written records of such partyshall be deemed "Confidential Information").

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, for the term of this Agreement and for three (3) [*#*] years thereafter, the receiving Party shall keep completely confidential and shall not publish or otherwise disclose and shall not or use for any purpose other than proper performance hereunder as provided for in this Agreement any Information related to the Products and other information and materials furnished to it by the other Party pursuant to this Agreement, or any provisions of this Agreement that are the subject of an effective order of the Securities and Exchange Commission granting confidential treatment pursuant to the Securities Exchange Act of 1934, as amended (collectively, "Confidential Information"), except to the extent that it can be established by the receiving Party by competent proof that such informationConfidential Information: (a) was already known to the receiving Party, other than under an obligation of confidentiality, Party at the time of disclosure by the other Party; (b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (c) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; (d) was disclosed to the receiving Party, other than under an obligation of confidentiality, Party by a Third Party who had no obligation to the disclosing Party not to disclose such information to others; or (e) was independently developed by or for the receiving Party by persons not having access to such information, as determined without breach of the provisions of this Agreement (and can be verified by the written records of such partydisclosing Party as such).

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, for the term of this Agreement and for three (3) years thereafter, that the receiving Party shall keep completely confidential and shall not publish or otherwise disclose and shall not or use for any purpose other than proper performance hereunder as provided for in this Agreement any Know-how and other information and materials furnished to it by the other Party pursuant to this AgreementAgreement or any Know-how developed during the course of the collaboration hereunder, or any provisions of this Agreement that are the subject of an effective order of the Securities Exchange Commission granting confidential treatment pursuant to the Securities Act of 1934 as amended (collectively “Confidential Information”), except to the extent that it can be established by the receiving Party by competent proof that such informationConfidential Information: (a) was already known to the receiving Party, other than under an obligation of confidentiality, at the time of disclosure by the other Party;; or (b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party;; or (c) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement;. (d) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Party not to disclose such information to others; or (e) was independently discovered or developed by or for the receiving Party by persons not having access to such information, as determined by the written records of such partydocumented in its corporate records.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, for during the term of this Agreement and for three (3) five years thereafter, the receiving Party Party, its Affiliates, its licensees and its sublicensees shall, and shall ensure that their respective employees, officers and directors shall, keep completely confidential and shall not publish or otherwise disclose and shall not use for any purpose other than proper performance hereunder any information furnished to it or them by the other Party pursuant to Party, its Affiliates, its licensees or its sublicensees or developed under or in connection with this Agreement, except to the extent that it can be established by the receiving Party by competent proof that such information: : (ai) was already known to the receiving Party, other than under an obligation of confidentiality, at the time of disclosure by the other Party; ; (bii) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; ; (ciii) became generally available to the public or was otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; ; or (div) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Party not to disclose such information to others; or others (e) was independently developed by or for all such information to which none of the receiving Party by persons not having access to such informationforegoing exceptions applies, as determined by the written records of such party“Confidential Information”).

Confidentiality; Exceptions. Except to the extent extern expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, for the term of this Agreement and for three (3) [***] years thereafter, the receiving Party shall keep completely confidential and shall not publish or otherwise disclose and shall not or use for any purpose other than proper performance hereunder as permitted in this Agreement any Information and other information and materials furnished to it by the other Party pursuant to this AgreementAgreement and any Information developed during the term of, and pursuant to, this Agreement (collectively, “Confidential Information”), except to the extent that it can be established by the receiving Party by competent proof that such informationConfidential Information: (a) 14.1.1 was already known to the receiving Party, other than under an obligation of confidentiality, at the time of disclosure by the other Party; (b) 14.1.2 was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (c) 14.1.3 became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; (d) 14.1.4 was disclosed to the receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Party not to disclose such information to others; orand (e) 14.1.5 was independently developed by or for the receiving Party without reliance on Confidential Information of the other Party as shown by persons not having access to such information, as determined by the written records of such partydocumentary evidence.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, for the term of this Agreement and for the longer of three (3) years thereafterthereafter or the termination of the JHU License, the receiving Party shall keep completely confidential and shall not publish or otherwise disclose and shall not use for any purpose other than proper performance hereunder any information furnished to it by the other Party pursuant to this Agreement, except to the extent that it can be established by the receiving Party by competent proof that such information: (a) was already known to the receiving Party, other than under an obligation of confidentiality, at the time of disclosure by the other Party; (b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (c) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; (d) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a Third Party party who had no obligation to the disclosing Party not to disclose such information to others; or (e) was independently developed by or for the receiving Party by persons not having access to such information, as determined by the written records of such party.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, for the term of this Agreement and for three (3) years thereafter, that the receiving Party shall keep completely confidential and shall not publish or otherwise disclose and shall not or use for any purpose other than proper performance hereunder as provided for in this Agreement any information or other confidential and proprietary materials furnished to it by the other Party pursuant to this AgreementAgreement (collectively, “Confidential Information”), except to the extent that it can be established by the receiving Party by competent proof that such informationConfidential Information: (a) 14.1.1 was already known in the lawful knowledge and possession of the receiving Party prior to the time it was disclosed to, or learned by, the receiving Party, other than under an obligation of confidentiality, at the time of disclosure or was otherwise developed independently by the receiving Party, as evidenced by written records kept in the ordinary course of business, or other documentary proof of actual use by the receiving Party; (b) 14.1.2 was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (c) 14.1.3 became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement;; or (d) 14.1.4 was disclosed to the receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Party not to disclose such information to others; or (e) was independently developed by or for the receiving Party by persons not having access to such information, as determined by the written records of such party.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, for the term of this Agreement and for three five (35) years thereafter, the receiving Party shall keep completely confidential and shall not publish or otherwise disclose and shall not or use for any purpose other than proper performance hereunder as provided for in this Agreement any Information and other information and materials furnished to it by the other Party pursuant to this Agreement, or any provisions of this Agreement that are the subject of an effective order of the Securities Exchange Commission granting confidential treatment pursuant to the Securities Act of 1934, as amended (collectively, "Confidential Information"), except to the extent that it can be established by the receiving Party by competent proof that such informationConfidential Information: (a) was already known to the receiving Party, other than under an obligation of confidentiality, at the time of disclosure by the other Party; (b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (c) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement;; or (d) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Party not to disclose such information to others; or (e) was independently developed by or for the receiving Party by persons not having access to such information, as determined by the written records of such party.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, for the term of this Agreement and for three (3) years thereafter, that the receiving Party shall keep completely confidential and shall not publish or otherwise disclose and shall not or use for any purpose other than proper performance hereunder as provided for in this Agreement any Information and other confidential and proprietary information and materials furnished to it by the other Party or developed by either Party pursuant to this AgreementAgreement (collectively, “Confidential Information”), except to the extent that it can be established reasonably demonstrated by the receiving Party by competent proof that such informationConfidential Information: (a) was already known in the lawful knowledge and possession of the receiving Party prior to the time it was disclosed to, or learned by, the receiving Party, other than under an obligation of confidentiality, at the time of disclosure or was otherwise developed independently by the receiving Party, as evidenced by written records kept in the ordinary course of business, or other documentary proof of actual use by the receiving Party; (b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (c) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement;; or (d) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a Third Party which is other than an Affiliate who had no obligation to the disclosing Party not to disclose such information to others; or (e) was independently developed by or for the receiving Party by persons not having access to such information, as determined by the written records of such party.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, for the term of this Agreement and for three (3) years thereafter, the The receiving Party shall keep completely confidential and shall not publish or otherwise disclose and shall not or use for any purpose other than proper performance hereunder as provided for in this Agreement any Information and other information and materials furnished to it by the other Party pursuant to this Agreement, or any provision of this Agreement that is the subject of an effective order of the Securities Exchange Commission granting confidential treatment pursuant to the Securities Act of 1934, as amended (collectively, “Confidential Information”), except to the extent that it can be established by the receiving Party by competent proof that such informationConfidential Information: (ai) was already known to the receiving Party, other than under an obligation of confidentiality, Party at the time of disclosure by the other Party; (bii) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (ciii) became generally available to the public or otherwise part of the public domain after its disclosure by the disclosing Party and other than through any act or omission of the receiving Party in breach of this Agreement; (div) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Party not to disclose such information to others; or (ev) was independently developed by or for the receiving Party by persons not having Party’s employees without the use of or access to such informationconfidential information of the disclosing Party, as determined demonstrated by the contemporaneous written records of such partythe receiving Party.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement (including without limitation Section 12.1) or otherwise agreed in writing, the Parties agree that, for the term of this Agreement the Research Program and for three (3) ten years thereafter, thereafter the receiving Party Party, its Affiliates and its Sublicensees, if any, (x) shall keep completely use their reasonable best efforts to keep, and to ensure that their officers and directors and agents keep, confidential and shall not publish or otherwise disclose and (y) shall not use for any purpose other than proper performance hereunder in the conduct of the Research Program (except that each Party may use without restriction information developed by such Party in the Research Program that is of general utility outside the Research Program) both the financial terms of this Agreement and any information furnished to it by the other Party pursuant to this AgreementParty, its Affiliates or its Sublicensees or developed under or in connection with the Research Program, except to the extent that it can be established by the receiving Party by competent proof that such information: : (ai) is or hereafter becomes generally available to the public other than by reason of any default by the receiving Party with respect to its confidentiality obligations hereunder; (ii) was already known to the receiving Party, other than under an obligation of confidentiality, at the time of disclosure recipient as evidenced by the other Party; prior written documents in its possession; (biii) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (c) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; (d) was is disclosed to the receiving Party, other than under an obligation of confidentiality, recipient by a Third Party who had no is not in default of any confidentiality obligation to the disclosing Party not to disclose such information to othersParty; or or (eiv) was is independently developed by or for the receiving Party by persons not having access without reference to such information, as determined or reliance upon the information furnished by the written records of such partyother Party (“Confidential Information”).

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, for during the term of this Agreement and for three (3) five years thereafter, the receiving Party Party, its Affiliates, its licensees and its sublicensees shall, and shall ensure that their respective employees, officers and directors shall, keep completely confidential and shall not publish or otherwise disclose and shall not use for any purpose other than proper performance hereunder any information furnished to it or them by the other Party pursuant to Party, its Affiliates, its licensees or its sublicensees or developed under or in connection with this Agreement, except to the extent that it can be established by the receiving Party by competent proof that such information: : (ai) was already known to the receiving Party, other than under an obligation of confidentiality, at the time of disclosure by the other Party; ; (bii) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; ; (ciii) became generally available to the public or was otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; ; or (div) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Party not to disclose such information to others; or others (e) was independently developed by or for all such information to which none of the receiving Party by persons not having access to such informationforegoing exceptions applies, as determined by the written records of such party"Confidential Information").

Confidentiality; Exceptions. Except to the extent --------------------------- expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, for the term of this Agreement and for three (3) years ***** thereafter, the receiving Party shall keep completely confidential and shall not publish or otherwise disclose and shall not or use for any purpose other than proper performance hereunder as provided for in this Agreement any Information and other information and materials furnished to it by the other Party pursuant to this AgreementAgreement or any Information developed during the course of the collaboration hereunder, or any provisions of this Agreement that are the subject of an effective order of the Securities Exchange Commission granting confidential treatment pursuant to the Securities Act of 1934, as amended (collectively, "Confidential Information"), except to the extent that it can be established by ------------------------ the receiving Party by competent proof that such informationConfidential Information: (a) was already known to the receiving Party, other than under an obligation of confidentiality, at the time of disclosure by the other Party; (b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (c) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement;; or (d) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Party not to disclose such information to others; or (e) was independently developed by or for the receiving Party by persons not having access to such information, as determined by the written records of such party.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties parties agree that, for the term of this Agreement and for three five (35) years thereafter, the receiving Party party shall keep completely confidential and shall not publish or otherwise disclose and shall not or use for any purpose other than proper performance hereunder as provided for in this Agreement any Information and other information and materials furnished to it by the other Party party pursuant to this AgreementAgreement (collectively, "Confidential Information"), except to the extent that it can be established by the receiving Party party by competent proof that such informationConfidential Information: (a) was already known to the receiving Party, other than under an obligation of confidentiality, party at the time of disclosure by the other Partyparty; (b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party;party. (c) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party party in breach of this Agreement;; or (d) was disclosed to the receiving Partyparty, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Party party not to disclose such information to others; or (e) was independently developed by or for the receiving Party by persons not having access to such information, as determined by the written records of such party.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, for the term of this Agreement and for three five (35) years thereafter, the receiving Party they shall keep completely confidential the existence of this Agreement and shall not publish or otherwise disclose and shall not or use for any purpose other than proper performance hereunder as provided for in this Agreement any information and materials furnished to it by the other Party pursuant to this Agreement, or any provisions of this Agreement that are the subject of an Effective order of the Securities Exchange Commission granting confidential treatment pursuant to the Securities Act of 1934, as amended (collectively, "Confidential Information"), except to the extent that it can be established by the receiving Party by competent proof that such informationConfidential Information: (a) was already known to the receiving PartyParty as shown by written record, other than under an obligation of confidentiality, at the time of disclosure by the other Party; (b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving PartyParty as shown by written record; (c) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement;; or (d) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Party not to disclose such information to others; or (e) was independently developed by or for the receiving Party by persons not having access to such information, as determined by the written records of such party.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, for during the term of this Agreement and for three (3) 5 years thereafter, the receiving Party Party, its Affiliates, its licensees and its Sublicensees shall, and shall ensure that their respective employees, officers and directors shall, keep completely confidential and shall not publish or otherwise disclose and shall not use for any purpose other than proper performance hereunder any information furnished to it or them by the other Party pursuant to Party, its Affiliates, its licensees or its Sublicensees or developed under or in connection with this Agreement, except to the extent that it can be established by the receiving Party by competent proof that such information: : (ai) was already known to the receiving Party, other than under an obligation of confidentiality, at the time of disclosure by the other Party; ; (bii) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; ; (ciii) became generally available to the public or was otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; ; or (div) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Party not to disclose such information to others; or others (e) was independently developed by or for all such information to which none of the receiving Party by persons not having access to such informationforegoing exceptions applies, as determined by the written records of such party“Confidential Information”).

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, for that a Party receiving (the term of “Receiving Party”) any confidential or proprietary information and materials furnished to it by the other Party (the “Disclosing Party”) pursuant to this Agreement and for three (3collectively, “Confidential Information”) years thereafter, the receiving Party shall keep completely confidential and shall not publish or otherwise disclose and shall not or use for any purpose other than proper performance hereunder any information furnished to it by the other Party pursuant to as provided for in this Agreement, except to the extent that it can be established by written documentation by the receiving Receiving Party by competent proof that such informationConfidential Information: (a) was already known to the receiving Receiving Party, other than under an obligation of confidentiality, at the time of disclosure by the other Partydisclosure; (b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Receiving Party; (c) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Receiving Party in breach of this Agreement; (d) was independently developed by the Receiving Party as demonstrated by documented evidence prepared contemporaneously with such independent development; or (e) was disclosed to the receiving Receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Party not to disclose such information to others; or (e) was independently developed by or for the receiving Party by persons not having access to such information, as determined by the written records of such party.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, for during the term of this Agreement and for three (3) five years thereafter, the receiving Party Party, its Affiliates, its licensees and its sublicensees shall keep keep, and shall ensure that its employees, officers and directors keep, completely confidential and shall not publish or otherwise disclose and shall not use for any purpose other than proper performance hereunder any information furnished to it by the other Party pursuant to Party, its Affiliates, its licensees or its sublicensees or developed under or in connection with this Agreement, except to the extent that it can be established by the receiving Party by competent proof that such information: : (ai) was already known to the receiving Party, other than under an obligation of confidentiality, at the time of disclosure by the other Party; ; (bii) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; ; (ciii) became generally available to the public or was otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; ; or (div) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Party not to disclose such information to others; or others (e) was independently developed by or for all such information to which none of the receiving Party by persons not having access to such informationforegoing exceptions applies, as determined by the written records of such party"Confidential Information").

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, for the term of this Agreement Term and for three [***](3[***]) years thereafter, the receiving Party shall keep completely confidential and shall not publish or otherwise disclose and shall not or use for any purpose other than proper performance hereunder as provided for in this Agreement any Information and other information and materials furnished to it by the other Party pursuant to this Agreement, or any provisions of this Agreement that are the subject of an effective order of the Securities and Exchange Commission granting confidential treatment pursuant to the Securities Act of 1934, as amended (collectively, “Confidential Information”), except to the extent that it can be established by the receiving Party by competent proof that such informationConfidential Information: (a) was already known to the receiving Party, other than under an obligation of confidentiality, at the time of disclosure by the other Party; (b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (c) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement;; or (d) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Party not to disclose such information to others; or (e) was independently developed by or for the receiving Party by persons not having access to such information, as determined by the written records of such party.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, for the term of this Agreement and for three seven (37) years thereafter, the receiving Party shall keep completely confidential and shall not publish or otherwise disclose and shall not or use for any purpose other than proper performance hereunder as provided for in this Agreement any Information and other information and materials furnished to it by the other Party pursuant to this AgreementAgreement (collectively, "Confidential Information"), except to the extent that it can be established by the receiving Party by competent proof that such informationConfidential Information: (a) was already known to the receiving Party, other than under an obligation of confidentiality, at the time of disclosure by the other Party; (b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (c) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; (d) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Party not to disclose such information to others; or. (e) was independently subsequently developed by or for the receiving Party without use of the Confidential Information as demonstrated by persons not having access to such information, as determined by the competent written records of such partyrecords.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, for during the term of this Agreement and for three (3) years thereafter, the receiving Party shall keep keep, and shall ensure that its employees, officers and directors keep, completely confidential and shall not publish or otherwise disclose and shall not use for any purpose other than proper performance hereunder purpose: (i) any information furnished to it by the other Party pursuant to or (ii) developed under or in connection with this Agreement, Agreement by either Party; except in each of subclause (i) and (ii) to the extent that it can be established by the receiving Party by competent proof that such information: : (a1) was already known to the receiving Party, other than under an obligation of confidentiality, at the time of disclosure by the other Party; ; (b2) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; ; (c3) became generally available to the public or was otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; ; or (d4) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Party not to disclose such information to others; or others (e) was independently developed by or for all such information to which none of the receiving Party by persons not having access to such informationforegoing exceptions applies, as determined by the written records of such party“Confidential Information”).

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, for the term of this Agreement and for three (3) years [*] thereafter, the receiving Party shall keep completely confidential and shall not publish or otherwise disclose and shall not or use for any purpose other than proper performance hereunder as provided for in this Agreement any Information and other information and materials furnished to it by the other Party pursuant to this Agreement, including, but not limited to, financial statements and budgets of GenXOMA (collectively, "Confidential Information"), except to the extent that it can be established by the receiving Party by competent proof that such informationConfidential Information: (a) was already known to the receiving Party, other than under an obligation of confidentiality, at the time of disclosure by the other Party; (b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (c) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; (d) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Party not to disclose such information to others; or (e) was independently subsequently developed by or for the receiving Party without use of the Confidential Information as demonstrated by persons not having access to such information, as determined by the competent written records of such partyrecords.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, for the term of this Agreement and for three five (35) years thereafter, the receiving Party they shall keep completely confidential the existence of this Agreement and shall not publish or otherwise disclose and shall not or use for any purpose other than proper performance hereunder as provided for in this Agreement any information and materials furnished to it by the other Party pursuant to this Agreement, or any provisions of this Agreement that are the subject of an Effective order of the Securities Exchange Commission granting confidential treatment pursuant to the Securities Act of 1934, as amended (collectively, "Confidential Information"), except to the extent that it can be established by the receiving Party by competent proof that such informationConfidential Information: (a) was already known to the receiving Party, other than under an obligation of confidentiality, at the time of disclosure by the other Party; (b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (c) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement;; or (d) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Party not to disclose such information to others; or (e) was independently developed by or for the receiving Party by persons not having access to such information, as determined by the written records of such party.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, for the term of this Agreement and for three (3) years thereafter, the receiving Party shall keep completely confidential and shall not publish or otherwise disclose and shall not or use for any purpose other than proper performance hereunder as provided for in this Agreement any Information and other information and materials furnished to it by the other Party pursuant to this Agreement, or any provisions of this Agreement that are the subject of an effective order of the Securities Exchange Commission granting confidential treatment pursuant to the Securities Act of 1934, as amended (collectively, “Confidential Information”), except to the extent that it can be established by the receiving Party by competent proof that such informationConfidential Information: (a) was already known to the receiving Party, other than under an obligation of confidentiality, at the time of disclosure by the other Party; (b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (c) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement;; or (d) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Party not to disclose such information to others; or (e) was independently developed by or . ---------- [*] Confidential Treatment has been requested for the receiving Party by persons not having access to such information, as determined by the written records of such partymarked portions.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, for the term of this Agreement and for three (3) years thereafter, that the receiving Party shall keep completely confidential and shall not publish or otherwise disclose and shall not or use for any purpose other than proper performance hereunder as provided for in this Agreement any Information and other confidential and proprietary information and materials furnished to it by the other Party pursuant to this AgreementAgreement or any Information developed during the term of this Agreement (collectively, "Confidential Information"), except to the extent that it can be established by the receiving Party by competent proof that such informationConfidential Information: (ai) was already known in the lawful knowledge and possession of the receiving Party prior to the time it was disclosed to, or learned by, the receiving Party, other than under an obligation of confidentiality, at the time of disclosure or was otherwise developed independently by the receiving Party, as evidenced by written records kept in the ordinary course of business, or other documentary proof of actual use by the receiving Party; (bii) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (ciii) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement;; or (div) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Party not to disclose such information to others; or (e) was independently developed by or for the receiving Party by persons not having access to such information, as determined by the written records of such party.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, for the term of this Agreement and for three seven (37) years thereafter, the receiving Party shall keep completely confidential and shall not publish or otherwise disclose and shall not or use for any purpose other than proper performance hereunder as provided for in this Agreement any Information and other information and materials furnished to it by the other Party pursuant to this AgreementAgreement (collectively, “Confidential Information”), except to the extent that it can be established by the receiving Party by competent proof that such informationConfidential Information: (a) was already known to the receiving Party, other than under an obligation of confidentiality, at the time of disclosure by the other Party; (b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (c) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; (d) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Party not to disclose such information to others; or. (e) was independently subsequently developed by or for the receiving Party without use of the Confidential Information as demonstrated by persons not having access to such information, as determined by the competent written records of such partyrecords.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties parties agree that, for the term of this Agreement and for three (3) [**] years thereafter, the receiving Party party shall keep completely confidential and shall not publish or otherwise disclose and shall not or use for any purpose other than proper performance hereunder as provided for in this Agreement any Information and other information and materials furnished to it by the other Party party pursuant to this AgreementAgreement (collectively, "Confidential Information"), except to the extent that it can be established by the receiving Party party by competent proof that such informationConfidential Information: (a) was already known to the receiving Partyparty, other than under an obligation of confidentiality, at the time of disclosure by the other Partyparty; (b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Partyparty; (c) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party party in breach of this Agreement;; or (d) was disclosed to the receiving Partyparty, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Party party not to disclose such information to others; or (e) was independently developed by or for the receiving Party by persons not having access to such information, as determined by the written records of such party.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, ** ---------------------------- the Parties agree that, for the term of this Agreement time royalties are due and for three five (35) years thereafter, the receiving Party shall keep completely confidential and shall not publish or otherwise disclose and shall not or use for any purpose other than proper performance hereunder as provided for in this Agreement any Information and ** other confidential and proprietary information and materials furnished to it by the other Party pursuant to this AgreementAgreement ** (collectively, "Confidential Information"), except to the extent that it can be established by the receiving Party by competent proof that such information** Confidential Information: (a) was already known in the lawful knowledge and possession of the receiving Party prior to the time it was disclosed to, or learned by, the receiving Party, other than under an obligation of confidentiality, at the time of disclosure or was otherwise developed independently by the receiving Party, as evidenced by written ** records kept in the ordinary course of business, or other documentary proof of actual use by the receiving Party; (b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; ; (c) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; ; or (d) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Party not to disclose such information to others; or (e) was independently developed by or for the receiving Party by persons not having access to such information, as determined by the written records of such party.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, for the term of this Agreement and for three (3) years thereafter, that the receiving Party shall keep completely confidential and shall not publish or otherwise disclose and shall not or use for any purpose other than proper performance hereunder as provided for in this Agreement any Information and other information and materials furnished to it by the other Party pursuant to this AgreementAgreement or any Information developed during the course of the collaboration hereunder, or any provisions of this Agreement that are the subject of an effective order of the Securities Exchange Commission granting confidential treatment pursuant to the Securities Act of 1934 as amended (collectively “Confidential Information”), except to the extent that it can be established by the receiving Party by competent proof that such informationConfidential Information: (a) was already known to the receiving Party, other than under an obligation of confidentiality, at the time of disclosure by the other Party;; or (b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party;; or (c) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement;. (d) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Party not to disclose such information to others; or (e) was independently discovered or developed by or for the receiving Party by persons not having access to such information, as determined by the written records of such partydocumented in its corporate records.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, for during the term of this Agreement and for three ten (310) years thereafter, the receiving Party Party, its Affiliates, its licensees and its sublicensees shall, and shall ensure that their respective employees, officers and directors shall, keep completely confidential and shall not publish or otherwise disclose and shall not use for any purpose other than proper performance hereunder any information furnished to it or them by the other Party pursuant to Party, its Affiliates, its licensees or its sublicensees or developed under or in connection with this Agreement, except to the extent that it can be established by the receiving Party by competent proof that such information: : (ai) was already known to the receiving Party, other than under an obligation of confidentiality, at the time of disclosure by the other Party; ; (bii) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; ; (ciii) became generally available to the public or was otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; ; or (div) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Party not to disclose such information to others; or others (e) was independently developed by or for all such information to which none of the receiving Party by persons not having access to such informationforegoing exceptions applies, as determined by the written records of such partyshall be deemed "Confidential Information").

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, for the term of this Agreement and for three (3) years [*] thereafter, the receiving Party shall keep completely confidential and shall not publish or otherwise disclose and shall not or use for any purpose other than proper performance hereunder as provided for in this Agreement any Information and other information and materials furnished to it by the other Party pursuant to this Agreement, including, but not limited to, financial statements and budgets (collectively, “Confidential Information”), except to the extent that it can be established by the receiving Party by competent proof that such informationConfidential Information: (a) was already known to the receiving Party, other than under an obligation of confidentiality, at the time of disclosure by the other Party; (b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (c) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; (d) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Party not to disclose such information to others; or (e) was independently subsequently developed by or for the receiving Party without use of the Confidential Information as demonstrated by persons not having access to such information, as determined by the competent written records of such partyrecords.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, for during the term of this Agreement Term and for three (3) years thereafter, the a receiving Party shall keep keep, and shall ensure that its Affiliates, and their officers, directors, employees and agents, keep, completely confidential and shall not publish or otherwise disclose and shall not use for any purpose other than proper performance hereunder purpose: (i) any information furnished to it by the other Party pursuant to disclosing Party; or (ii) developed under or in connection with this Agreement, Agreement by either Party; except in each of subclause (i) and (ii) to the extent that it can be established by the receiving Party by competent written proof that such information: : (aA) was already known to the receiving Party, other than under an obligation of confidentiality, at the time of disclosure by the other disclosing Party; ; (bB) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; ; (cC) became generally available to the public or was otherwise part of the public domain after its disclosure hereunder and other than through any act or omission of the receiving Party in breach of this Agreement; (d; or D) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Party not to disclose such information to others; or others (e) was independently developed by or for all such information to which none of the receiving Party by persons not having access to such informationforegoing exceptions applies, as determined by the written records of such party“Confidential Information”).

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, for the term of this Agreement and for three (3) years thereafter, the receiving Party shall keep completely confidential and shall not publish or otherwise disclose and shall not or use for any purpose other than proper performance hereunder as provided for in this Agreement any Information and other information and materials furnished to it by the other Party pursuant to this Agreement, or any provisions of this Agreement that are the subject of an effective order of the Securities Exchange Commission granting confidential treatment pursuant to the Securities Act of 1934, as amended (collectively, "Confidential Information"), except to the extent that it can be established by the receiving Party by competent proof that such informationConfidential Information: (a) was already known to the receiving Party, other than under an obligation of confidentiality, at the time of disclosure by the other Party; (b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (c) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement;; or (d) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Party not to disclose such information to others; or (e) was independently developed by or for the receiving Party by persons not having access to such information, as determined by the written records of such party.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, for the term of this Agreement and for three (3) years thereafter, that the receiving Party shall keep completely confidential and shall not publish or otherwise disclose and shall not or use for any purpose other than proper performance hereunder as provided for in this Agreement any Information and other information and materials furnished to it by the other Party pursuant to this AgreementAgreement or any Information developed during the course of the collaboration hereunder, or any provisions of this Agreement that are the subject of an effective order of the Securities Exchange Commission granting confidential treatment pursuant to the Securities Act of 1934 as amended (collectively "Confidential Information"), except to the extent that it can be established by the receiving Party by competent proof that such informationConfidential Information: (a) was already known to the receiving Party, other than under an obligation of confidentiality, at the time of disclosure by the other Party;; or (b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party;; or (c) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement;. (d) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Party not to disclose such information to others; or (e) was independently discovered or developed by or for the receiving Party by persons not having access to such information, as determined by the written records of such partydocumented in its corporate records.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, for the term of this Agreement and for three ten (310) years thereafter, the receiving Party shall keep completely confidential and shall not publish or otherwise disclose and shall not to a Third Party or use for any purpose other than proper performance hereunder as provided for in this 73. Agreement any information Information and materials furnished to it by the other Party pursuant to this AgreementAgreement (collectively, "Confidential Information"), except to the extent that it can be established by the receiving Party by competent proof that such informationConfidential Information: (a) was already known to the receiving Party, other than under an obligation of confidentiality, at the time of disclosure by the other Party; (b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (c) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement;; or (d) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Party not to disclose such information to others; or (e) was independently developed by or for the receiving Party by persons not having access to such information, as determined by the written records of such party.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, for during the term Term of this Agreement and for three five (35) years thereafter, the receiving Party shall keep keep, and shall ensure that its employees, officers and directors keep, completely confidential and shall not publish or otherwise disclose and shall not use for any purpose (other than proper performance hereunder for the purpose of performing under this Agreement) any information identified as confidential and furnished to it by the other Party pursuant to this Agreement, except to the extent (“Confidential Information”). Confidential Information shall not include information that it can be established by the receiving Party by competent proof that such information: demonstrates: (ai) was already known to the receiving Party, other than under an obligation of confidentiality, at the time of disclosure by the other Party; ; (bii) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; ; (ciii) became generally available to the public or was otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; ; (div) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Party not to disclose such information to others; or others or (ev) was independently developed by or for the receiving Party by persons not having access to such information, as determined by the written records independent of such partyany disclosure received under this Agreement.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, for during the term of this Agreement Term and for three (3) years thereafter, the receiving Party shall, and shall ensure that its respective Affiliates, End-Users, employees, officers, directors and representatives shall, keep completely confidential and shall not publish or otherwise disclose and shall not use for any purpose other than proper performance hereunder any information furnished to it or them by the other Party pursuant to Party, or developed, under this Agreement, except to the extent that it can be established by the receiving Party by competent proof that such information: : (ai) was already known to the receiving Party, other than under an obligation of confidentiality, at the time of disclosure by the other Party; ; (bii) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; ; (ciii) became generally available to the public or was otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; ; or (div) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Party not to disclose such information to others; or others (e) was independently developed by or for all such information to which none of the receiving Party by persons not having access to such informationforegoing exceptions applies, as determined by the written records of such party“Confidential Information”).

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, for the term of this Agreement and for three five (35) years thereafter, the receiving Party shall keep completely confidential and shall not publish or otherwise disclose and shall not or use for any purpose other than proper performance hereunder as provided for in this Agreement any information Confidential Information or materials furnished to it by the other Party pursuant to this Agreement, except to the extent that it can be established by the receiving Party by competent proof that such informationConfidential Information: (a) was already known to the receiving Party, other than under an obligation of confidentiality, at the time of disclosure by the other Party; (b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (c) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement;; or (d) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Party not to disclose such information to others; or (e) was independently developed by or for the receiving Party by persons not having access to such information, as determined by the written records of such party.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, for the term of this Agreement and for three (3) years thereafter, the receiving Party shall keep completely confidential and shall not publish or otherwise disclose and shall not or use for any purpose other than proper performance hereunder as provided for in this Agreement any Information and other information and materials furnished to it by the other Party pursuant to this Agreement, or any provisions of this Agreement other than those that may become publicly available in connection with filings made in compliance with requirements of the Securities and Exchange Commission (collectively referred to as "Confidential Information") and subject to Section 9.2, except to the extent that it can be established by the receiving Party by competent proof that such informationConfidential Information: (a) was already known to the receiving Party, other than under an obligation of confidentiality, at the time of disclosure by the other Party; (b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (c) became generally available to to, the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement;; or (d) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Party not to disclose such information to others; or (e) was independently developed by or for the receiving Party by persons not having access to such information, as determined by the written records of such party.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, for during the term of this Agreement and for three (3) five years thereafter, the receiving Party shall keep completely keep, and shall ensure that its Affiliates, employees, officers and directors keep, confidential and shall not publish or otherwise disclose and shall not use for any purpose other than proper performance hereunder except to effectuate this Agreement (a) any information furnished to it by the other Party pursuant to Party, or (b) any information developed under or in connection with this Agreement, Agreement by either Party; except to the extent that it can be established by the receiving Party by competent proof that such information: : (ai) was already known to the receiving Party, other than under an obligation of confidentiality, at the time of disclosure by the other Party; ; (bii) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; ; (ciii) became generally available to the public or was otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; ; or (div) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Party not to disclose such information to others; or others (e) was independently developed by or for all such information to which none of the receiving Party by persons not having access to such informationforegoing exceptions applies, as determined by the written records of such party“Confidential Information”).

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, for the term of this Agreement and for three (3) ten years thereafter, the receiving Party shall keep completely confidential and shall not publish or otherwise disclose and shall not or use for any purpose other than proper performance hereunder as provided for in this Agreement any information Information and other materials furnished to it by the other Party pursuant to this AgreementAgreement or any Information relating to Joint Inventions developed during the course of performing this Agreement and assigned to the other Party pursuant to Section 8.1 (collectively, “Confidential Information”), except to the extent that it can be established by the receiving Party by competent proof that such informationConfidential Information: (a) was already known to the receiving Party, other than under an obligation of confidentiality, at the time of disclosure by the other PartyParty and such receiving Party has documentary evidence to that effect; (b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (c) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; (d) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Party not to disclose such information to others; or (e) was independently developed by or for the receiving Party by persons not having access to such information, as determined by without use of the written records Confidential Information of such partythe disclosing Party.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, for during the term of this Agreement and for three (3) five years thereafter, the receiving Party and/or its Affiliates shall, and shall ensure that their respective employees, officers and directors shall, keep completely confidential and shall not publish or otherwise disclose and shall not use for any purpose other than proper performance hereunder any information Confidential Information furnished to it or them by the other Party pursuant to this Agreementand/or its Affiliates, except to the extent that it can be established by the receiving Party by competent proof that such information: Confidential Information: (ai) was already known to the receiving Party, other than under an obligation of confidentiality, at the time of disclosure by the other Party; ; (bii) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; ; (ciii) became generally available to the public or was otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; ; or (div) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Party not to disclose such information to others; or (e) was independently developed by or for the receiving Party by persons not having access to such information, as determined by the written records of such party.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement Agreement, as required by law (upon which prior notice of disclosure shall be given to the other Party), or otherwise agreed in writing, the Parties agree that, for the term of this Agreement and for three (3) years thereafter, the receiving Party shall keep completely confidential and shall not publish or otherwise disclose and shall not use for any purpose other than proper performance hereunder any information furnished to it by the other Party pursuant to this Agreement, except to the extent that it can be established by the receiving Party by competent proof that such information: (a) was already known to the receiving Party, other than under an obligation of confidentiality, at the time of disclosure by the other Party; (b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (c) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; (d) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Party not to disclose such information to others; or (e) was independently developed by or for the receiving Party by persons not having access to such information, as determined by the written records of such party.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, for during the term of this Agreement and for three (3) five years thereafter, the receiving Party shall keep completely keep, and shall ensure that its Affiliates, employees, officers and directors keep, confidential and shall not publish or otherwise disclose and shall not use for any purpose other than proper performance hereunder except to effectuate this Agreement (a) any information furnished to it by the other Party pursuant to Party, or (b) any information developed under or in connection with this Agreement, Agreement by either Party; except to the extent that it can be established by the receiving Party by competent proof that such information: : (ai) was already known to the receiving Party, other than under an obligation of confidentiality, at the time of disclosure by the other Party; ; (bii) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; ; (ciii) became generally available to the public or was otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; ; or (div) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Party not to disclose such information to others; or others (e) was independently developed by or for all such information to which none of the receiving Party by persons not having access to such informationforegoing exceptions applies, as determined by the written records of such party"Confidential Information").

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, for during the term of this Agreement and for three five (35) years thereafter, the receiving Party shall keep keep, and shall ensure that its employees, officers and directors keep, completely confidential and shall not publish or otherwise disclose and shall not use for any purpose other than proper performance hereunder any information furnished to it by the other Party pursuant to or developed under or in connection with this Agreement or the Stock Purchase Agreement, except to the extent that it can be established by the receiving Party by competent proof that such information: : (ai) was already known to the receiving Party, other than under an obligation of confidentiality, at the time of disclosure by the other Party; ; (bii) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; ; (ciii) became generally available to the public or was otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; ; or (div) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Party not to disclose such information to others; or others (e) was independently developed by or for all such information to which none of the receiving Party by persons not having access to such informationforegoing exceptions applies, as determined by the written records of such party"Confidential Information").

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, for the term of this Agreement and for three (3) years thereafter, that the receiving Party shall keep completely confidential and shall not publish or otherwise disclose and shall not or use for any purpose other than proper performance hereunder as provided for in this Agreement any confidential and proprietary information and materials furnished to it by the other Party pursuant to this AgreementAgreement or any information developed during the term of this Agreement (collectively, “Confidential Information”), except to the extent that it can be established by the receiving Party by competent proof that such informationConfidential Information: (ai) was already known in the lawful knowledge and possession of the receiving party prior to the time it was disclosed to, or learned by, the receiving Party, other than under an obligation of confidentiality, at the time of disclosure or was otherwise developed independently by the receiving Party, as evidenced by written records kept in the ordinary course of business, or other documentary proof of actual use by the receiving Party; (bii) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (ciii) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement;; or (div) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Party not to disclose such information to others; or (e) was independently developed by or for the receiving Party by persons not having access to such information, as determined by the written records of such party.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, for the term of this Agreement and for three ten (310) years thereafter, the receiving Party shall keep completely confidential and shall not publish or otherwise disclose and shall not or use for any purpose other than proper performance hereunder as provided for in this Agreement any Information and other information and materials furnished to it by the other Party pursuant to this AgreementAgreement (collectively, except "Confidential Information"). However, the foregoing obligations of non-use and non-disclosure shall not apply to any Information or materials to the extent that it can be established by the receiving Party can establish by competent proof that such informationInformation or materials: (a) was already known to the receiving Party, other than under an obligation of confidentiality, at the time of disclosure by the other Party; (b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (c) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement;; or (d) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Party not to disclose such information to others; or (e) was independently developed by or for the receiving Party by persons not having access to such information, as determined by the written records of such party.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, for during the term of this Agreement and for three (3) [*] years thereafter, the receiving Party Party, its Affiliates, its licensees and its sublicensees shall, and shall ensure that their respective employees, officers and directors shall, keep completely confidential and shall not publish or otherwise disclose and shall not use for any purpose (other than proper performance hereunder for purposes of any activities or transactions contemplated by this Agreement) any information furnished to it or them by the other Party pursuant to Party, its Affiliates, its licensees or its sublicensees or developed under or in connection with this Agreement, except to the extent that it can be established by the receiving Party by competent proof that such information: : (ai) was already known to the receiving Party, other than under an obligation of confidentiality, at the time of disclosure by the other Party; ; (bii) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; ; (ciii) became generally available to the public or was otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; ; or (div) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Party not to disclose such information to others; or others (e) was independently developed by or for all such information to which none of the receiving Party by persons not having access to such informationforegoing exceptions applies, as determined by the written records of such party“Confidential Information”).

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, for the term of this Agreement and for three (3) years thereafter, the receiving Party shall keep completely confidential and shall not publish or otherwise disclose and shall not or use for any purpose other than proper performance hereunder as provided for in this Agreement any Information and other information and materials furnished to it by the other Party pursuant to this Agreement, or any provisions of this Agreement that are the subject of an effective order of the Securities Exchange Commission granting confidential treatment pursuant to the Securities Act of 1934, as amended (collectively, "Confidential Information"), except to the extent that it can be established by the receiving Party by competent proof that such informationConfidential Information: (a) was already known to the receiving Party, other than under an obligation of confidentiality, at the time of disclosure by the other Party; (b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (c) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement;; or (d) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Party not to disclose such information to others; or (e) was independently developed by or . ---------- *Confidential Treatment has been requested for the receiving Party by persons not having access to such information, as determined by the written records of such partymarked portions.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree CURIS agrees that, for the term of this Agreement time royalties are due and for three five (35) years thereafter, the receiving Party CURIS shall keep completely confidential and shall not publish or otherwise disclose and shall not or use for any purpose other than proper performance hereunder as provided for in this Agreement any Information and other confidential and proprietary information and materials furnished to it by the or for OBI including but not limited to royalty reports and other Party pursuant to this Agreementfinancial information, except to the extent that it can be established by CURIS that such Confidential Information: (i) was in the lawful knowledge and possession of the receiving Party by competent proof that such information: (a) prior to the time it was already known to disclosed to, or learned by, the receiving Party, other than under an obligation of confidentiality, at the time of disclosure or was otherwise developed independently by the receiving Party, as evidenced by written records kept in the ordinary course of business, or other documentary proof of actual use by the receiving Party; (bii) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (ciii) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement;; or (div) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Party not to disclose such information to others; or (e) was independently developed by or for the receiving Party by persons not having access to such information, as determined by the written records of such party.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, for during the term of this Agreement and for three (3) five years thereafter, the receiving Party and/or its Affiliates shall, and shall ensure that their respective employees, officers and directors shall, keep completely confidential and shall not publish or otherwise disclose and shall not use for any purpose other than proper performance hereunder any information furnished to it or them by the other Party pursuant to and/or its Affiliates, or developed under or in connection with this Agreement, except to the extent that it can be established by the receiving Party by competent proof that such information: : (ai) was already known to the receiving Party, other than under an obligation of confidentiality, at the time of disclosure by the other Party; ; (bii) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; ; (ciii) became generally available to the public or was otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; ; or (div) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Party not to disclose such information to others; or others (e) was independently developed by or for all such information to which none of the receiving Party by persons not having access to such informationforegoing exceptions applies, as determined by the written records of such party"Confidential Information").