Common use of Confidentiality; Exceptions Clause in Contracts

Confidentiality; Exceptions. Except to the extent expressly authorized by this Article 11 or otherwise agreed in writing, each Party hereby agrees that, during the Term and for five (5) years thereafter, it shall keep confidential and shall not publish or otherwise disclose or use for any purpose other than as explicitly provided for in this Agreement any confidential and proprietary information or materials, patentable or otherwise, in any form (written, oral, photographic, electronic, magnetic, or otherwise) which is disclosed to it by the other Party or otherwise received or accessed by a Party under this Agreement [***], including any trade secrets, know-how, Product specifications, formulae, processes, techniques and information relating to a Party’s past, present and future marketing, financial, and research and development activities for any product of the other Party and the pricing thereof (collectively, “Confidential Information”). Notwithstanding the foregoing, any Confidential Information that constitutes a trade secret shall not be subject to such five (5) year term, but shall continue to be subject to the obligations of confidentiality and non-use set forth in this Agreement for as long as such Confidential Information remains a trade secret under New York law (including New York’s version of the Uniform Trade Secrets Act if and when adopted). The terms and conditions of this Agreement shall be deemed to be Confidential Information of each Party. In addition, and notwithstanding the foregoing, if, under Article 8 (INTELLECTUAL PROPERTY AND INVENTIONS), Information relating specifically to Inventions and discoveries are to be owned by one Party, such Information shall be deemed to be Confidential Information of such Party, even if such Information is initially generated and disclosed by the other Party. Notwithstanding the foregoing, Confidential Information shall not include that portion of Information or materials that a Party can demonstrate by contemporaneous written records:

Confidentiality; Exceptions. Except to the extent expressly authorized by this Article 11 Agreement or otherwise agreed in writing, each Party hereby agrees the Parties agree that, during the Term term of this Agreement and for five ***, each Party, its Affiliates, Sublicensees and Service Providers, if any (5) years thereaftercollectively, it a “Receiving Party”), shall keep confidential and completely confidential, shall not publish or otherwise disclose or and shall not use for any purpose other than as explicitly provided for in the performance of this Agreement both the terms of this Agreement as well as any confidential other information (including, but not limited to, any information in reports, scientific and proprietary manufacturing information and plans, marketing and business plans and financial and personnel matters relating to a Party of its present or materialsfuture products, patentable sales, suppliers, customers, employees, investors or otherwise, in any form (written, oral, photographic, electronic, magnetic, or otherwisebusiness) which is disclosed furnished to it by the other Party, its Affiliates or its Sublicensees or Service Providers, (collectively, a “Disclosing Party”), (and shall ensure that its and its Affiliates’ and its Sublicensees’ and Service Providers’ respective directors, officers, employees or agents do likewise), except to the extent that it can be established by the Receiving Party by competent proof that such information: (a) is, or otherwise received or accessed 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; (b) was already known to the Receiving Party at the time of disclosure by the Disclosing Party; (c) was lawfully disclosed to the Receiving Party by a Third Party under this Agreement [***], including who was not in default of any trade secrets, know-how, Product specifications, formulae, processes, techniques and confidentiality obligation to the Disclosing Party; or (d) is independently developed by or for the Receiving Party without reference to or reliance upon the information relating furnished by the Disclosing Party (all such information to a Party’s past, present and future marketing, financial, and research and development activities for any product which none of the other Party and the pricing thereof (collectivelyforegoing exceptions apply, “Confidential Information”). Notwithstanding the foregoing, any Confidential Information that constitutes a trade secret shall not be subject to such five (5) year term, but shall continue to be subject to the obligations of confidentiality and non-use set forth in this Agreement for as long as such Confidential Information remains a trade secret under New York law (including New York’s version of the Uniform Trade Secrets Act if and when adopted). The terms and conditions of this Agreement shall be deemed to be Confidential Information of each Party. In addition, and notwithstanding the foregoing, if, under Article 8 (INTELLECTUAL PROPERTY AND INVENTIONS), Information relating specifically to Inventions and discoveries are to be owned by one Party, such Information shall be deemed to be Confidential Information of such Party, even if such Information is initially generated and disclosed by the other Party. Notwithstanding the foregoing, Confidential Information shall not include that portion of Information or materials that a Party can demonstrate by contemporaneous written records:.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Article 11 or otherwise agreed in writing, each Party hereby agrees that, during the Term and for five ten (510) years thereafter, it shall keep confidential and shall not publish or otherwise disclose or use for any purpose other than as explicitly provided for in this Agreement any confidential and proprietary information or materials, patentable or otherwise, in any form (written, oral, photographic, electronic, magnetic, or otherwise) which is disclosed to it by the other Party or otherwise received or accessed by a Party under this Agreement [***], including including, but not limited to, any trade secrets, know-how, Product specifications, formulae, processes, techniques and information relating to a Party’s past, present and future marketing, financial, and research and development activities for any product of the other Party and the pricing thereof (collectively, “Confidential Information”). Notwithstanding the foregoing, any Confidential Information that constitutes a trade secret shall not be subject to such five ten (510) year term, but shall continue to be subject to the obligations of confidentiality and non-use set forth in this Agreement for as long as such Confidential Information remains a trade secret under New York law (including New York’s version of the Uniform Trade Secrets Act if and when adopted). The terms and conditions of this Agreement shall be deemed to be Confidential Information of each Party. In addition, and notwithstanding the foregoing, if, under Article 8 (INTELLECTUAL PROPERTY AND INVENTIONS), Information relating specifically to Inventions inventions and discoveries are to be owned by one Party, such Information shall be deemed to be Confidential Information of such Party, even if such Information is initially generated and disclosed by the other Party. Notwithstanding the foregoing, Confidential Information shall not include that portion of Information or materials that a Party can demonstrate by contemporaneous written records:

Confidentiality; Exceptions. Except to the extent expressly authorized by this Article 11 Agreement or otherwise agreed in writing, each the Parties agree that the receiving Party hereby agrees that, during (the Term and for five (5“Receiving Party”) years thereafter, it shall keep confidential and shall not publish or otherwise disclose or use for any purpose other than as explicitly provided for in this Agreement any confidential and proprietary information or materials, patentable or otherwise, Know-How in any form (whether written, oral, graphic, photographic, electronic, magnetic, or otherwise) which that is disclosed to it the Receiving Party by the other Party (the “Disclosing Party”) directly, or otherwise received indirectly in the course of the Receiving Party’s performing its obligations or accessed by a Party exercising its rights under this Agreement [***], including any trade secrets, know-how, Product specifications, formulae, processes, techniques and information relating to a Party’s past, present and future marketing, financial, and research and development activities for any product of the other Party and the pricing thereof (collectively, “Confidential Information”). Notwithstanding anything to the foregoingcontrary in this Agreement, (a) any Regulatory Documentation relating to the Licensed Antibody or Licensed Products shall be deemed to be the Confidential Information that constitutes a trade secret of Kolltan (and not MedImmune), (b) any MedImmune Know-How, MedImmune Additional Know-How and Joint Know-How shall not be deemed to be the Confidential Information of each Party and (c) subject to such five (5) year termSection 8.3, but shall continue to be subject to the obligations of confidentiality and non-use set forth in this Agreement for as long as such Confidential Information remains a trade secret under New York law (including New York’s version of the Uniform Trade Secrets Act if and when adopted). The terms and conditions of this Agreement shall be deemed to be the Confidential Information of each Party. In addition, and notwithstanding the foregoing, if, under Article 8 (INTELLECTUAL PROPERTY AND INVENTIONS), Information relating specifically to Inventions and discoveries are to be owned by one Party, such Information shall be deemed to be Confidential Information of such Party, even if such Information is initially generated and disclosed by the other Party. Notwithstanding the foregoing, the restrictions set forth in the first sentence of this Section 8.1 shall not apply to Confidential Information shall not include of the Disclosing Party to the extent that portion of Information or materials it can be established by the Receiving Party that a Party can demonstrate by contemporaneous written recordssuch Confidential Information:

Confidentiality; Exceptions. Except to the extent expressly authorized by this Article 11 10 or otherwise agreed in writing, each Party hereby agrees that, during the Term and for five ten (510) years thereafter, it shall keep confidential and shall not publish or otherwise disclose or use for any purpose other than as explicitly provided for in this Agreement any confidential and proprietary information or materials, patentable or otherwise, in any form (written, oral, photographic, electronic, magnetic, or otherwise) which is disclosed to it by the other Party or otherwise received or accessed by a Party under in connection with or relating to this Agreement [***](including discussions and negotiations related thereto occurring prior to the Effective Date), including including, but not limited to, any trade secrets, know-how, Product specifications, formulae, processes, techniques and information relating to a Party’s past, present and future marketing, [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. EXECUTION COPY financial, and research and development activities for any product of the other Party and the pricing thereof (collectively, “Confidential Information”). Notwithstanding the foregoing, any Confidential Information that constitutes a trade secret shall not be subject to such five ten (510) year term, but shall continue to be subject to the obligations of confidentiality and non-use set forth in this Agreement for as long as such Confidential Information remains a trade secret under New York law (including New York’s version of the Uniform Trade Secrets Act if and when adopted). The terms and conditions of this Agreement shall be deemed to be Confidential Information of each Party. In addition, and notwithstanding the foregoing, if, under Article 8 (INTELLECTUAL PROPERTY AND INVENTIONS), Information relating specifically to Inventions and discoveries are to be owned by one Party, such Information shall be deemed to be Confidential Information of such Party, even if such Information is initially generated and disclosed by the other Party. Notwithstanding the foregoing, Confidential Information shall not include that portion of Information or materials that a Party can demonstrate by contemporaneous written records:

Confidentiality; Exceptions. Except to the extent expressly authorized by this Article 11 Agreement or otherwise agreed by the Parties in writing, each Party hereby agrees that, during the Term term of this Agreement and for five (5) years thereafter[***] thereafter and, it with respect to any Confidential Information that is Know-How Controlled by Selecta and related to the Manufacture of any Licensed Particle, for so long as such Confidential Information remains a trade secret, the Parties agree that the receiving Party shall keep confidential and shall not publish or otherwise disclose or use for any purpose other than as explicitly provided for in this Agreement any confidential and proprietary information or materials, patentable or otherwise, in any form (written, oral, photographic, electronic, magnetic, or otherwise) which is disclosed Confidential Information furnished to it by the other Party or otherwise received or accessed by a Party under pursuant to this Agreement [***]Agreement. For clarity, including any trade secrets, know-how, Product specifications, formulae, processes, techniques and information relating to a Party’s past, present and future marketing, financial, and research and development activities for any product of the other Party and the pricing thereof (collectively, “Confidential Information”). Notwithstanding the foregoing, any Confidential Information that constitutes a trade secret shall not be subject to such five (5) year term, but shall continue to be subject to the obligations of confidentiality and non-use set forth in this Agreement for as long as such Confidential Information remains a trade secret under New York law (including New York’s version of the Uniform Trade Secrets Act if and when adopted). The terms and conditions of this Agreement shall be deemed to be Confidential Information of each Party. In additiona Party shall include all information and materials disclosed by such Party or its designee that (x) if disclosed in writing or other tangible form, and notwithstanding is marked as “Confidential,” “Proprietary” or with similar designation at the foregoingtime of disclosure, if(y) if disclosed verbally or in other intangible form, under Article 8 is indicated upon first disclosure as being confidential or (INTELLECTUAL PROPERTY AND INVENTIONS), Information relating specifically to Inventions and discoveries are z) by its nature can reasonably be expected to be owned by one Party, such Information shall be deemed to be considered Confidential Information of such Party, even if such Information is initially generated and disclosed by the other Partyrecipient. Notwithstanding the foregoing, Confidential Information shall not be deemed to [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions include that portion of Information information or materials to the extent that a it can be established by written documentation by the receiving Party can demonstrate by contemporaneous written recordsthat such information or material:

Confidentiality; Exceptions. Except to the extent expressly authorized by this Article 11 Agreement or otherwise agreed in writing, each the Parties agree that the receiving Party hereby agrees that, during (the Term and for five (5“Receiving Party”) years thereafter, it shall keep confidential and shall not publish or otherwise disclose or use for any purpose other than as explicitly provided for in this Agreement any confidential and proprietary information or materials, patentable or otherwise, Know-How in any form (written, oral, photographic, electronic, magnetic, or otherwise) which that is disclosed to it the Receiving Party by the other Party (the “Disclosing Party”) directly, or otherwise received indirectly in the course of the Receiving Party’s performing its obligations or accessed by a Party exercising its rights under this Agreement [***], including any trade secrets, know-how, Product specifications, formulae, processes, techniques and information relating to a Party’s past, present and future marketing, financial, and research and development activities for any product of the other Party and the pricing thereof (collectively, “Confidential Information”). Notwithstanding anything to the foregoingcontrary in this Agreement, (a) during the Agreement Term (except as provided in Sections 13.7.1(b) and 13.7.2(b)), any Know-How of one Party (excluding Know-How comprising the Joint IP) that (i) is developed or generated pursuant to this Agreement and exclusively licensed to the other Party pursuant to Section 4.1 or 4.2, as applicable, and (ii) relates to aspects of the structure or properties (including functionality) of any Program DART or Licensed Product that are specific to Program DARTs or Licensed Products or relates specifically to the Manufacture of Program DARTs or Licensed Products shall be deemed to be the Confidential Information that constitutes a trade secret of each Party; (b) any Know-How comprising the Joint IP (excluding any Platform IP) shall not be deemed to be the Confidential Information of each Party; and (c) subject to such five (5) year termSection 10.3, but shall continue to be subject to the obligations of confidentiality and non-use set forth in this Agreement for as long as such Confidential Information remains a trade secret under New York law (including New York’s version of the Uniform Trade Secrets Act if and when adopted). The terms and conditions of this Agreement shall be deemed to be the Confidential Information of each Party. In addition, and notwithstanding the foregoing, if, under Article 8 (INTELLECTUAL PROPERTY AND INVENTIONS), Information relating specifically to Inventions and discoveries are to be owned by one Party, such Information shall be deemed to be Confidential Information of such Party, even if such Information is initially generated and disclosed by the other Party. Notwithstanding the foregoing, the restrictions set forth in the first sentence of this Section 10.1 shall not apply to Confidential Information shall not include of the Disclosing Party to the extent that portion of Information or materials it can be established by the Receiving Party that a Party can demonstrate by contemporaneous written recordssuch Confidential Information:

Confidentiality; Exceptions. The Parties acknowledge that discussions between ANIKA and MITEK will necessarily require the exchange of information (including detailed financial and product information) that is considered confidential and proprietary by the disclosing Party. The Parties agree that any information relating to the business of the disclosing Party which such Party discloses to the other Party pursuant to this Agreement shall be considered “Confidential Information” and shall include, without limitation, (i) for ANIKA, the ANIKA Know-How; (ii) earnings, costs, and other financial information; (iii) drawings, formulations, samples, technical data, photographs, specifications, manufacturing methods, testing procedures; (iv) marketing, sales and customer information relating to the disclosing Party’s business; (v) all clinical studies and data developed by either Party in connection with this Agreement (but subject to the rights granted in Section 2.1 and ownership of regulatory filings in Section 2.2); and (vi) for ANIKA, all other Information related to Licensed Product in the Field. Except to the extent expressly authorized by this Article 11 Agreement or otherwise agreed in writing, each Party hereby agrees the Parties agree that, during for the Term time royalties are due and for five (5) years thereafter, it subject to and except as permitted by Section 7.4 of this Agreement, each Party shall keep confidential (and shall cause the directors, officers, employees and agents of such Party or its Affiliates and sublicensors and distributors to keep confidential) and shall not publish or otherwise disclose or use for any purpose other than as explicitly provided for in this Agreement any confidential and proprietary information or materialsthe Confidential Information of the disclosing Party, patentable or otherwise, in any form (written, oral, photographic, electronic, magnetic, or otherwise) which is disclosed except to it by the other Party or otherwise received or accessed by a Party under this Agreement [***], including any trade secrets, know-how, Product specifications, formulae, processes, techniques and information relating to a extent the receiving Party’s past, present (and future marketing, financial, and research and development activities for any product of the other Party and the pricing thereof their Affiliates) employees and/or agents (collectively, “Confidential Information”). Notwithstanding the foregoing, any Confidential Information that constitutes a trade secret shall not be subject including consultants) need to such five (5) year term, but shall continue to be subject to the obligations of confidentiality and non-use set forth in this Agreement for as long as know such Confidential Information remains a trade secret under New York law (including New York’s version of the Uniform Trade Secrets Act if and when adopted). The terms and conditions of this Agreement shall be deemed in order to be Confidential Information of each Party. In addition, and notwithstanding the foregoing, if, under Article 8 (INTELLECTUAL PROPERTY AND INVENTIONS), Information relating specifically to Inventions and discoveries are to be owned by one Party, such Information shall be deemed to be Confidential Information of discharge such Party, even if such Information is initially generated ’s obligations and disclosed by exercise its rights hereunder. Each Party will protect the other Party’s Confidential Information from unauthorized use, access or disclosure in the same manner that it protests it own similar Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include that portion of Information or materials that a Party can demonstrate by contemporaneous written recordsinformation which:

Confidentiality; Exceptions. Except to the extent expressly authorized by this Article 11 Agreement or otherwise agreed by the Parties in writing, each Party hereby (the “Receiving Party”) agrees that, during the Term and for five (5) years thereafter, that it shall keep confidential and shall not publish or otherwise disclose or use for any purpose other than as explicitly provided for in this Agreement any confidential Confidential Information of the other Party (the “Disclosing Party”). The term “Confidential Information” will mean all information and proprietary information or materialsmaterials of any kind, patentable or otherwise, whether in any form (written, oral, photographicgraphical, electronicmachine-readable or other form, magneticwhether or not marked as confidential or proprietary, which are transferred, disclosed or otherwise) which is disclosed made available to it the Receiving Party by or on behalf of the other Disclosing Party or otherwise received or accessed by a Party under in connection with this Agreement [***]or the Prior Confidentiality Agreement, including any trade secrets, know-how, Product specifications, formulae, processes, techniques and information relating to a Party’s past, present and future marketing, financial, and research and development activities for any product of the other Party foregoing of Third Parties. The Joint Technology and the pricing thereof (collectively, “Confidential Information”). Notwithstanding the foregoing, any Confidential Information that constitutes a trade secret shall not be subject to such five (5) year term, but shall continue to be subject to the obligations of confidentiality and non-use set forth in this Agreement for as long as such Confidential Information remains a trade secret under New York law (including New York’s version of the Uniform Trade Secrets Act if and when adopted). The terms and conditions of this Agreement shall be deemed to be the Confidential Information of each Party. In addition, and notwithstanding the foregoing, if, under Article 8 (INTELLECTUAL PROPERTY AND INVENTIONS), Information relating specifically to Inventions and discoveries are to be owned by one Partyboth Parties, such Information that each Party shall be deemed to be a Receiving Party with respect thereto. Results, data and other information arising from the Research Plan or related to any CAR Product Directed Against an Exclusive Target that is Controlled by Notch and licensed to Allogene hereunder shall, solely during the applicable Exclusivity Term and subject to the licenses granted hereunder, be the Confidential Information of both Parties. From and after the end of the applicable Exclusivity Term, such Partyresults, even if such Information data and other information that is initially generated solely Controlled by Notch and disclosed by licensed to Allogene hereunder shall be the other Party. Notwithstanding the foregoing, Confidential Information shall not include that portion of Information or materials that a Party can demonstrate by contemporaneous written records:Notch.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Article 11 Agreement or otherwise agreed in writing, each Party hereby agrees the Parties agree that, during the Term term of this Agreement and for five (5) years thereafter, it each Party, its Affiliates and its Sublicensees, if any (collectively, a "receiving Party"), shall use their best efforts to keep confidential and completely confidential, shall not publish or otherwise disclose or to any Third Party and shall not use for any purpose other than as explicitly provided for in the performance of this Agreement both the financial terms of this Agreement and any confidential and proprietary information or materials, patentable or otherwise, in any form (written, oral, photographic, electronic, magnetic, or otherwise) which is disclosed furnished to it by the other Party Party, its Affiliates or otherwise received or accessed by a Party under this Agreement [***]its Sublicensees, including if any trade secrets, know-how, Product specifications, formulae, processes, techniques and information relating to a Party’s past, present and future marketing, financial, and research and development activities for any product of the other Party and the pricing thereof (collectively, “a "disclosing Party") (and shall ensure that its and its Affiliates' and its Sublicensees' respective directors, officers, employees or agents do likewise), except to the extent that it can be established by the receiving Party by competent proof that such information: (i) 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 at the time of disclosure by the disclosing Party; (iii) was lawfully disclosed to the receiving Party by a Third Party who was not in default of any confidentiality obligation to the disclosing Party; or (iv) is independently developed by or for the receiving Party without reference to or reliance upon the information furnished by the disclosing Party (all such information to which none of the foregoing exceptions applies, "Confidential Information”). Notwithstanding the foregoing, any Confidential Information that constitutes a trade secret shall not be subject to such five (5) year term, but shall continue to be subject to the obligations of confidentiality and non-use set forth in this Agreement for as long as such Confidential Information remains a trade secret under New York law (including New York’s version of the Uniform Trade Secrets Act if and when adopted"). The terms NEOTHERAPEUTICS Licensed Technology and conditions of this Agreement NEOTHERAPEUTICS Development Technology shall be deemed to be the Confidential Information of each Party. In addition, NEOTHERAPEUTICS and notwithstanding the foregoing, if, under Article 8 (INTELLECTUAL PROPERTY AND INVENTIONS), Information relating specifically to Inventions and discoveries are to be owned by one Party, such Information GPC Development Technology shall be deemed to be the Confidential Information of such Party, even if such Information is initially generated and disclosed by GPC. The Joint Development Technology shall be the other Party. Notwithstanding the foregoing, Confidential Information shall not include that portion of Information or materials that a Party can demonstrate by contemporaneous written records:both Parties.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Article 11 Agreement or otherwise agreed in writingwriting and subject to the MGH License Agreement, each Party hereby agrees the Parties agree that, during the Term term of this Agreement and for five (5) years thereafter, it each Party, its Affiliates and its Sublicensees, if any (collectively, a "receiving Party"), shall use their best efforts to keep confidential and completely confidential, shall not publish or otherwise disclose or to any Third Party and shall not use for any purpose other than as explicitly provided for in the performance of this Agreement both the financial terms of this Agreement and any confidential and proprietary information or materials, patentable or otherwise, in any form (written, oral, photographic, electronic, magnetic, or otherwise) which is disclosed furnished to it by the other Party Party, its Affiliates or otherwise received or accessed by a Party under this Agreement [***]its Sublicensees, including if any trade secrets, know-how, Product specifications, formulae, processes, techniques and information relating to a Party’s past, present and future marketing, financial, and research and development activities for any product of the other Party and the pricing thereof (collectively, “a "disclosing Party") (and shall ensure that its and its Affiliates' and its Sublicensees' respective directors, officers, employees or agents do likewise), except to the extent that it can be established by the receiving Party by competent proof that such information: (i) 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 at the time of disclosure by the disclosing Party; (iii) was lawfully disclosed to the receiving Party by a Third Party not in default of any confidentiality obligation to the disclosing Party; or (iv) is independently developed by or for the receiving Party without reference to or reliance upon the information furnished by the disclosing Party (all such information to which none of the foregoing exceptions applies, "Confidential Information”). Notwithstanding the foregoing, any Confidential Information that constitutes a trade secret shall not be subject to such five (5) year term, but shall continue to be subject to the obligations of confidentiality and non-use set forth in this Agreement for as long as such Confidential Information remains a trade secret under New York law (including New York’s version of the Uniform Trade Secrets Act if and when adopted"). The terms and conditions of this Agreement GAMETE Development Technology shall be deemed to be the Confidential Information of each Party. In addition, GAMETE and notwithstanding the foregoing, if, under Article 8 (INTELLECTUAL PROPERTY AND INVENTIONS), Information relating specifically to Inventions and discoveries are to be owned by one Party, such Information VIACELL Development Technology shall be deemed to be the Confidential Information of such Party, even if such Information is initially generated and disclosed by VIACELL. The Joint Development Technology shall be the other Party. Notwithstanding the foregoing, Confidential Information shall not include that portion of Information or materials that a Party can demonstrate by contemporaneous written records:both Parties.