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 the receiving Party (the “Receiving Party”) shall keep confidential and shall not publish or otherwise disclose or use for any purpose other than as provided for in this Agreement any Know-How or other information and materials, patentable or otherwise, in any form (written, oral, photographic, electronic, magnetic, or otherwise) which is disclosed to it by the other Party (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, including trade secrets, Know-How, inventions or discoveries, proprietary information, formulae, processes, techniques and information relating to a Party’s past, present and future marketing, financial and Development activities of any product or potential product or useful technology of the Disclosing Party and the pricing thereof (collectively, “Confidential Information”), except to the extent that it can be established by the Receiving Party that such Confidential Information: (a) was in the lawful knowledge and possession of the Receiving Party prior to the time it was disclosed to, or learned by, the Receiving Party, 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.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that the receiving Party (the “Receiving Party”) shall keep confidential and shall not publish or otherwise disclose or use for any purpose other than as provided for in this Agreement any Know-How or other confidential and proprietary information and materials, patentable or otherwise, in any form (written, oral, photographic, electronic, magnetic, or otherwise) which is disclosed to it by the other Party (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, including but not limited to trade secrets, Knowknow-Howhow, inventions or discoveries, proprietary information, formulae, processes, techniques and information relating to a Party’s past, present and future marketing, financial financial, and Research and Development activities of any product or potential product or useful technology of the Disclosing Party and the pricing thereof (collectively, “Confidential Information”), except to the extent that it can be established by the Receiving Party that such Confidential Information: (a) was in the lawful knowledge and possession of the Receiving Party prior to the time it was disclosed to, or learned by, the Receiving Party, 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.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that the receiving Party (the “Receiving Party”) shall keep confidential and shall not publish or otherwise disclose or use for any purpose other than as provided for in this Agreement any Know-How Information or other confidential and proprietary information and materials, patentable or otherwise, in any form (written, oral, photographic, electronic, magnetic, or otherwise) which is disclosed to it by the other Party (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 including, including but not limited to trade secrets, Knowknow-Howhow, inventions or discoveries, proprietary information, formulae, processes, techniques and information relating to a Party’s past, present and future marketing, financial financial, and Development research and development activities of any product or potential product or useful technology of the Disclosing Party and the pricing thereof (collectively, “Confidential Information”), except to the extent that it can be established by the Receiving Party that such Confidential Information: (a) 9.1.1 was in the lawful knowledge and possession of the Receiving Party prior to the time it was disclosed to, or learned by, the Receiving Party, 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) 9.1.2 was generally available to the public or otherwise part of the public domain at the time of its disclosure to the Receiving Party; (c) 9.1.3 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) 9.1.4 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.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that that, during the term of this Agreement and for [*] thereafter, the receiving Party (the “Receiving 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 or and not use for any purpose other than as provided for in this Agreement any Know-How or other information and materials, patentable or otherwise, in any form (written, oral, photographic, electronic, magnetic, or otherwise) which is disclosed furnished to it or them by the other Party (the “Disclosing Party”) , its Affiliates, its licensees or otherwise received its sublicensees or accessed by a Receiving Party developed under or in the course of performing its obligations or exercising its rights under connection with this Agreement, including trade secrets, Know-How, inventions or discoveries, proprietary information, formulae, processes, techniques and information relating to a Party’s past, present and future marketing, financial and Development activities of any product or potential product or useful technology of the Disclosing Party and the pricing thereof (collectively, “Confidential Information”), except to the extent that it can be established by the Receiving receiving Party by competent proof that such Confidential Information: information: (ai) was in the lawful knowledge and possession of the Receiving Party prior already known to the time it was disclosed to, or learned by, the Receiving receiving Party, or was otherwise developed independently other than under an obligation of confidentiality, at the time of disclosure by the Receiving other 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 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 receiving Party in breach of this Agreement; or or (div) 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 othersothers (all such information to which none of the foregoing exceptions applies, “Confidential Information”). [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed by the Parties in writing, the Parties agree that the receiving Party (the “Receiving Party”) shall keep confidential and shall not publish or otherwise disclose or use for any purpose other than as provided for in this Agreement any confidential or proprietary information or materials or Know-How or other information and materials, patentable or otherwise, in any form (written, oral, photographic, electronic, magnetic, or otherwise) which is disclosed furnished to it by the other Party (the “Disclosing Party”) or otherwise received or accessed by a Receiving Party in the course of performing its obligations or exercising its rights under pursuant to this Agreement, including trade secrets, Know-How, inventions or discoveries, proprietary information, formulae, processes, techniques and information relating to a Party’s past, present and future marketing, financial and Development activities of any product or potential product or useful technology of the Disclosing Party Agreement and the pricing thereof terms and conditions of this Agreement (collectively, “Confidential Information”). Notwithstanding the foregoing, except Confidential Information shall not be deemed to include information or materials to the extent that it can be established by the Receiving receiving Party that such Confidential Informationinformation or material: 10.1.1 was already known to or possessed by the receiving Party, other than under an obligation of confidentiality (a) was in the lawful knowledge and possession of the Receiving Party prior except to the extent such obligation has expired or an exception is applicable under the relevant agreement pursuant to which such obligation established), at the time it was disclosed to, or learned by, the Receiving Party, 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 Partydisclosure; (b) 10.1.2 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) 10.1.3 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; 10.1.4 was independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information as demonstrated by documented evidence prepared contemporaneously with such independent development; or (d) 10.1.5 was disclosed to the Receiving Party, other than under an obligation of confidentiality, receiving Party on a non-confidential basis by a Third Party who had no obligation having the right to the Disclosing Party not to disclose make such information to othersnon-confidential disclosure.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that the receiving Party (the “"Receiving Party”") shall keep confidential and shall not publish or otherwise disclose or use for any purpose other than as provided for in this Agreement any Know-How Information or other confidential and proprietary information and materials, patentable or otherwise, in any form (written, oral, photographic, electronic, magnetic, or otherwise) which is disclosed to it by the other Party (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, Agreement including trade secrets, Knowknow-Howhow, inventions or discoveries, proprietary information, formulae, processes, techniques and information relating to a Party’s 's past, present and future marketing, financial financial, and Development research and development activities of any product or potential product or useful technology of the Disclosing Party and the pricing thereof (collectively, “"Confidential Information”"), except to the extent that it can be established by the Receiving Party that such Confidential Information: (a) 9.1.1 was in the lawful knowledge and possession of the Receiving Party prior to the time it was disclosed to, or learned by, the Receiving Party, 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) 9.1.2 was generally available to the public or otherwise part of the public domain at the time of its disclosure to the Receiving Party; (c) 9.1.3 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) 9.1.4 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.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that the receiving Party (the “Receiving Party”) shall keep confidential and shall not publish or otherwise disclose or use for any purpose other than as provided for in this Agreement any Know-How or other information and materials, patentable or otherwise, Confidential Information in any form (written, oral, photographic, electronic, magnetic, or otherwise) which is disclosed to it by the other Party (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, including trade secrets, Know-How, inventions or discoveries, proprietary information, formulae, processes, techniques and information relating to a Party’s past, present and future marketing, financial and Development activities of any product or potential product or useful technology of the Disclosing Party and the pricing thereof (collectively, “Confidential Information”), except to the extent that it can be established by the Receiving Party that such Confidential Information: (a) was in the lawful knowledge and possession of the Receiving Party prior to the time it was disclosed to, or learned by, the Receiving Party, 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.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that the receiving Party (the “Receiving Party”) shall keep confidential and shall not publish or otherwise disclose or use for any purpose other than as provided for in this Agreement any Know-How information or other information and materials, patentable confidential or otherwise, in any form (written, oral, photographic, electronic, magnetic, or otherwise) which is disclosed proprietary materials furnished to it by the other Party (the “Disclosing Party”) or otherwise received or accessed by a Receiving Party in the course of performing its obligations or exercising its rights under pursuant to this Agreement, including trade secrets, Know-How, inventions or discoveries, proprietary information, formulae, processes, techniques and information relating to a Party’s past, present and future marketing, financial and Development activities of any product or potential product or useful technology of the Disclosing Party and the pricing thereof Agreement (collectively, “Confidential Information”), except to the extent that it can be established by the Receiving receiving Party that such Confidential Informationinformation or material: (ai) was in the lawful knowledge and possession of the Receiving receiving Party prior to the time it was disclosed to, or learned by, the Receiving receiving Party, or was otherwise developed independently by the Receiving receiving Party, as evidenced by written records kept in the ordinary course of business, or other documentary proof of actual use by the Receiving 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 receiving Party; (ciii) became generally available to the public or otherwise part of the public domain after its disclosure and to the receiving Party other than through any act or omission of the Receiving receiving Party in breach of this Agreement; or (div) 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. For the avoidance of doubt, all data, information and other documentation of Otsuka and its Affiliates relating to Manufacture of Licensed Compound or Licensed Product, including any Drug Master File and CMC documentation, shall be deemed the Confidential Information of Otsuka.

Confidentiality; Exceptions. Except to the extent expressly authorized contemplated by this Agreement or otherwise agreed in writing, the Parties agree that the receiving Party (the “Receiving Party”) shall keep confidential and shall not publish or otherwise disclose or use for any purpose other than as provided for in this Agreement any Know-How information or other confidential and proprietary information and materials, patentable or otherwise, in any form (written, oral, photographic, electronic, magnetic, or otherwise) which is disclosed to it by the other Party (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, including but not limited to trade secrets, Know-Howhow, inventions or discoveries, proprietary information, formulae, processes, techniques and information relating to a Party’s past, present and future marketing, financial financial, and Development research and development activities of any product or potential product or useful technology of the Disclosing Party and the pricing thereof (collectively, “Confidential Information”), except to the extent that it can be established by the Receiving Party that such Confidential Information: : (a) was in the lawful knowledge and possession of the Receiving Party prior to the time it was disclosed to, or learned by, the Receiving Party, 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.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that the receiving Party (the “Receiving Party”) shall keep confidential and shall not publish or otherwise disclose or use for any purpose other than as provided for in this Agreement any Know-How or how and other information and materials, patentable or otherwise, in any form (written, oral, photographic, electronic, magnetic, or otherwise) which is disclosed materials furnished to it by the other Party (or the “Disclosing other Party”) ’s Affiliates or otherwise received or accessed by a Receiving Party in the course of performing its obligations or exercising its rights under sublicensees pursuant to this Agreement, including trade secrets, Know-How, inventions or discoveries, proprietary information, formulae, processes, techniques and information relating to a Party’s past, present and future marketing, financial and Development activities any provisions of any product or potential product or useful technology this Agreement that are the subject of an effective order of the Disclosing Party and Securities Exchange Commission granting confidential treatment pursuant to the pricing thereof Exchange Act of 1934 as amended (collectively, collectively “Confidential Information”), except to the extent that it can be established by the Receiving receiving Party that such Confidential Information:: * Portions of this exhibit, indicated by the xxxx “[ ]*,” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to an application requesting confidential treatment. (a) was in the lawful knowledge and possession of the Receiving Party prior already known to the time it was disclosed to, or learned by, the Receiving receiving Party, or was otherwise developed independently other than under an obligation of confidentiality, at the time of disclosure by the Receiving other Party, as evidenced by written records kept in the ordinary course of business, or other documentary proof of actual use by the Receiving 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 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 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 discovered or developed by the receiving Party without use of or reliance upon the other Party’s Confidential Information as documented in its corporate records.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that the receiving Party (the “Receiving Party”) shall keep confidential and shall not not, now or at any time thereafter, publish or otherwise disclose or use for any purpose other than as provided for in this Agreement Agreement, and to carry out any and all of its obligations under this Agreement, any Know-How or other information and materials, patentable or otherwise, in any form (written, oral, photographic, electronic, magnetic, or otherwise) which is disclosed to it by the other Party (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, including trade secrets, Know-How, inventions or discoveries, proprietary information, formulae, processes, techniques and information relating to a Party’s past, present and future marketing, financial and Development activities of any product or potential product or useful technology of the Disclosing Party and the pricing thereof (collectively, “Confidential Information”), except to the extent that it can be established by the Receiving Party that such Confidential Information: (a) was in the lawful knowledge and possession of the Receiving Party prior to the time it was disclosed to, or learned by, the Receiving Party, 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;; Exhibit D (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.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that that, during the Agreement Term and for five (5) years thereafter, the receiving Party (the “Receiving Party”) ), its Affiliates and, with respect to Regulus, its Founding Companies, shall keep confidential and shall not publish or otherwise disclose or use for any purpose other than as provided for in this Agreement any Know-How or other confidential and proprietary information and materials, patentable or otherwise, in any form (written, oral, photographic, electronic, magnetic, or otherwise) which is disclosed to it by the other Party (the “Disclosing Party”) ), its Affiliates or, with respect to Regulus, its Founding Companies or otherwise received or accessed by a Receiving Party in the course of performing its obligations or exercising its rights under this Agreement, including including, but not limited to trade secrets, Knowknow-Howhow, inventions or discoveries, proprietary information, formulae, processes, techniques and information relating to a Party’s the past, present and future marketing, financial financial, and Development research and development activities of any product or potential product or useful technology of the Disclosing Party Party, its Affiliates or Founding Companies and the pricing thereof (collectively, “Confidential Information”), except to the extent that it can be established by the Receiving Party that such Confidential Information: (a) 7.1.1 was in the lawful knowledge and possession of the Receiving Party Party, its Affiliates or Founding Companies prior to the time it was disclosed to, or learned by, the Receiving Party, its Affiliates or Founding Companies, or was otherwise developed independently by the Receiving Party, its Affiliates or Founding Companies, as evidenced by written records kept in the ordinary course of business, or other documentary proof of actual use by the Receiving Party, its Affiliates or Founding Companies; (b) 7.1.2 was generally available to the public or otherwise part of the public domain at the time of its disclosure to the Receiving Party, its Affiliates or Founding Companies; (c) 7.1.3 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 Party, its Affiliates or Founding Companies in breach of this Agreement; or (d) 7.1.4 was disclosed to the Receiving Party, its Affiliates or Founding Companies, other than under an obligation of confidentiality, by a Third Party who had no obligation to the Disclosing Party Party, its Affiliates or Founding Companies not to disclose such information to others.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that the receiving Party (the “Receiving Party”) shall keep confidential and shall not publish or otherwise disclose or and shall not use for any purpose other than as provided for in this Agreement any Know-How or Information and other confidential and proprietary information and materials, patentable or otherwise, in any form (written, oral, photographic, electronic, magnetic, or otherwise) which is disclosed materials furnished to it by the other Party (the “Disclosing Party”) or otherwise received or accessed by a Receiving Party in the course of performing its obligations or exercising its rights under pursuant to this Agreement, including trade secrets, Know-How, inventions or discoveries, proprietary information, formulae, processes, techniques and information relating to a Party’s past, present and future marketing, financial and Development activities of any product or potential product or useful technology of the Disclosing Party and the pricing thereof Agreement (collectively, “Confidential Information”). Notwithstanding the foregoing, except Confidential Information shall not be deemed to include information and materials to the extent that it can be established by written documentation by the Receiving receiving Party that such Confidential Informationinformation or material: (a) was in the lawful knowledge and possession of the Receiving Party prior already known to the time it was disclosed to, or learned by, the Receiving receiving Party, other than under an obligation of confidentiality (except to the extent such obligation has expired or an exception is applicable under the relevant agreement pursuant to which such obligation was otherwise developed independently by established), at the Receiving Party, as evidenced by written records kept in the ordinary course time of business, or other documentary proof of actual use by the Receiving 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; or; (d) was independently developed by the receiving Party without any use of or reference to the disclosing Party’s Confidential Information, 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 disclosing Party not to disclose such information to others. It is understood that Confidential Information that is assigned to a Party under Section 9.2.2 shall be considered Confidential Information of the Party to whom such Confidential Information is assigned.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that the receiving Party (the “Receiving Party”) shall keep confidential and shall not publish or otherwise disclose or use for any purpose other than as provided for in this Agreement any Know-How or other confidential and proprietary information and materials, patentable or otherwise, in any form (written, oral, photographic, electronic, magnetic, or otherwise) which is disclosed to it by the other Party (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, including trade secrets, Know-How, inventions or discoveries, proprietary information, formulae, processes, techniques and information relating to a Party’s past, present and future marketing, financial and Development activities of any product or potential product or useful technology of the Disclosing Party and the pricing thereof Agreement (collectively, “Confidential Information”), except to the extent that it can be established by the Receiving Party that such Confidential Information: (a) was in the lawful knowledge and possession of the Receiving Party prior to the time it was disclosed to, or learned by, the Receiving Party, 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 knowledge 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.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that the receiving Party (the “Receiving Party”) shall keep confidential and shall not publish or otherwise disclose or use for any purpose other than as provided for in this Agreement any Know-How or other confidential and proprietary information and materials, patentable or otherwise, in any form (written, oral, photographic, electronic, magnetic, or otherwise) which is disclosed to it by the other Party (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, including trade secrets, Know-How, inventions or discoveries, proprietary information, formulae, processes, techniques and information relating to a Party’s past, present and future marketing, financial and research or Development activities of any product or potential product or useful technology of the Disclosing Party and the pricing thereof (collectively, “Confidential Information”), except to the extent that it can be established by the Receiving Party that such Confidential Information: (a) was in the lawful knowledge and possession of the Receiving Party prior to the time it was disclosed to, or learned by, the Receiving Party, 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.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writingwriting by the Parties, the Parties agree that the receiving Party (the “Receiving Party”) shall keep confidential and shall not publish or otherwise disclose or use for any purpose other than as provided for in this Agreement any Know-How or other confidential and proprietary information and materials, patentable or otherwise, in any form (written, oral, photographic, electronic, magnetic, or otherwise) which is disclosed to it by the other Party (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, including trade secrets, Know-How, inventions or discoveries, proprietary information, formulae, processes, techniques and information relating to a Party’s past, present and future marketingCommercialization, financial financial, and Development activities of any product or potential product or useful technology of the Disclosing Party and the pricing thereof (collectively, “Confidential Information”), except to the extent that it can be established by the Receiving Party that such Confidential Information: (a) 11.1.1 was in the lawful knowledge and possession of the Receiving Party prior to the time it was disclosed to, or learned by, the Receiving Party, 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 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 Party in breach of this Agreement; or (d) 11.1.4 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.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that the receiving each Party (the “Receiving Party”) shall keep confidential and shall not publish or otherwise disclose or use for any purpose other than for the purpose of exercising its retained rights hereunder, or performing obligations hereunder, or as otherwise provided for in this Agreement Agreement, any Know-How or other confidential and proprietary information and materials, patentable or otherwise, in any form (written, oral, photographic, electronic, magnetic, or otherwise) which is disclosed to it by materials of the other Party (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, including trade secrets, Know-How, inventions or discoveries, proprietary information, formulae, processes, techniques and information relating to a Party’s past, present and future marketing, financial and Development activities of any product or potential product or useful technology of the Disclosing Party and the pricing thereof (collectively, “Confidential Information”). Notwithstanding the foregoing, except Confidential Information shall not include any information to the extent that it can be established by written documentation by the Receiving Party receiving party that such Confidential Informationinformation: (a) was in the lawful knowledge and possession of the Receiving Party prior already known to the receiving party, at the time it was disclosed toof disclosure, other than under an obligation of confidentiality (except to the extent such obligation has expired or learned by, an exception is applicable under the Receiving Party, 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 Partyrelevant agreement pursuant to which such obligation established); (b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the Receiving Partyreceiving 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 receiving party in breach of this Agreement; or; (d) was independently discovered or developed by the receiving party without reference to or use of Confidential Information of the disclosing party as demonstrated by documented evidence; or (e) was disclosed to the Receiving Partyreceiving party, other than under an obligation of confidentialityconfidentiality (except to the extent such obligation has expired or an exception is applicable under the relevant agreement pursuant to which such obligation established), by a Third Party who had no obligation to the Disclosing Party disclosing party not to disclose such information to others. The obligations set forth in this Section 5.1 shall remain in effect for five years.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed by the Parties in writing, the Parties agree that the receiving Party (the “Receiving Party”) shall keep confidential and shall not publish or otherwise disclose or use for any purpose other than as provided for in this Agreement any Know-How confidential or other proprietary information and materials, patentable or otherwise, in any form (written, oral, photographic, electronic, magnetic, or otherwise) which is disclosed materials furnished to it by the other Party (the “Disclosing Party”) or otherwise received or accessed by a Receiving Party in the course of performing its obligations or exercising its rights under pursuant to this Agreement, including trade secrets, Know-How, inventions or discoveries, proprietary information, formulae, processes, techniques and information relating to a Party’s past, present and future marketing, financial and Development activities of any product or potential product or useful technology of the Disclosing Party and the pricing thereof Agreement (collectively, “Confidential Information”). Notwithstanding the foregoing, except Confidential Information shall not be deemed to include information or materials to the extent that it can be established by written documentation by the Receiving receiving Party that such Confidential Informationinformation or material: (ai) was in already known to or possessed by the lawful knowledge and possession receiving Party without any obligation of confidentiality, at the Receiving Party prior time of its disclosure to the time it was disclosed to, or learned by, the Receiving Party, 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 Partyreceiving Party hereunder; (bii) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the Receiving Partyreceiving Party hereunder; (ciii) became generally available to the public or otherwise part of the public domain after its disclosure and hereunder other than through any act or omission of the Receiving receiving Party in breach of this Agreement; (iv) was independently developed by the receiving Party without use of or reference to the other Party’s Confidential Information as demonstrated by documented evidence prepared by the receiving Party contemporaneously with such independent development; or (dv) was disclosed to the Receiving receiving Party, other than under an obligation of confidentiality, by a Third Party who had no not known by the receiving Party to have an obligation to the Disclosing disclosing Party not to disclose such information to others.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writingwriting or required as a condition of a sublicense, the Parties agree that that, during the Term and for [***] years thereafter (except for Know-How, which shall be perpetual), the receiving Party (the “Receiving Party”) shall will keep confidential and shall will not publish or otherwise disclose or use for any purpose other than as provided for in this Agreement any Know-How or other information and materials, patentable or otherwise, in any form (written, oral, photographic, electronic, magnetic, or otherwise) which is disclosed furnished to it by the other Party (the “Disclosing Party”) or otherwise received or accessed by a Receiving Party in the course of performing its obligations or exercising its rights under Parties pursuant to this Agreement, including trade secrets, Know-How, inventions or discoveries, proprietary information, formulae, processes, techniques and information relating to a Party’s past, present and future marketing, financial and Development activities of any product or potential product or useful technology of the Disclosing Party and the pricing thereof Agreement (collectively, “Confidential Information”). Notwithstanding the foregoing, except Confidential Information will not include any information to the extent that it can be established by written documentation by the Receiving receiving Party that such Confidential Informationinformation: (a) is obtained or was in already known by the lawful knowledge and possession receiving Party or its Affiliates as a result of disclosure from a Third Party that the Receiving receiving Party prior neither knew nor should have known was under an obligation of confidentiality to the time it was disclosed to, or learned by, the Receiving Party, 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 Partydisclosing Party with respect to such information; (b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the Receiving Partyreceiving Party through no act or omission of the receiving Party or its Affiliates in breach of this Agreement; (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 or its Affiliates in breach of this Agreement; or (d) was disclosed is independently discovered or developed by the receiving Party or its Affiliates (without reference to or use of Confidential Information of the Receiving disclosing Party, ) as demonstrated by the receiving Party’s documented evidence prepared contemporaneously with such independent Development or 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 othersequally competent evidence.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties parties agree that that, for the term of this Agreement and for [*] thereafter, the receiving Party (the “Receiving Party”) party shall keep confidential and shall not publish or otherwise disclose or use for any purpose other than as provided for in this Agreement any Know-How or Information and other information and materials, patentable or otherwise, in any form (written, oral, photographic, electronic, magnetic, or otherwise) which is disclosed materials furnished to it by the other Party (the “Disclosing Party”) or otherwise received or accessed by a Receiving Party in the course of performing its obligations or exercising its rights under party pursuant to this Agreement, including trade secrets, Know-How, inventions or discoveries, proprietary information, formulae, processes, techniques and information relating to a Party’s past, present and future marketing, financial and Development activities of any product or potential product or useful technology of the Disclosing Party and the pricing thereof Agreement (collectively, “"Confidential Information”"), except to the extent that it can be established by the Receiving Party receiving party that such Confidential Information:: * Certain portions of this Exhibit have been omitted for which confidential treatment has been requested and filed separately with the Securities and Exchange Commission. (a) was in the lawful knowledge and possession already known, other than under an obligation of the Receiving Party prior confidentiality, to the receiving party at the time it was disclosed to, or learned by, the Receiving Party, or was otherwise developed independently of disclosure 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 Partyparty; (b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the Receiving Partyreceiving 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 receiving party in breach of this Agreement; or; (d) was disclosed to the Receiving Partyreceiving party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the Disclosing Party disclosing party not to disclose such information to others; or (e) was independently developed by the receiving party without the use of the other party's Confidential Information.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that the receiving Party (the “Receiving Party”) shall keep confidential and shall not publish or otherwise disclose or use for any purpose other than as provided for in this Agreement any Know-How or how and other information and materials, patentable or otherwise, in any form (written, oral, photographic, electronic, magnetic, or otherwise) which is disclosed materials furnished to it by the other Party (or the “Disclosing other Party”) ’s Affiliates or otherwise received or accessed by a Receiving Party in the course of performing its obligations or exercising its rights under sublicensees pursuant to this Agreement, including trade secrets, Know-How, inventions or discoveries, proprietary information, formulae, processes, techniques and information relating to a Party’s past, present and future marketing, financial and Development activities any provisions of any product or potential product or useful technology this Agreement that are the subject of an effective order of the Disclosing Party and Securities Exchange Commission granting confidential treatment pursuant to the pricing thereof Exchange Act of 1934 as amended (collectively, collectively “Confidential Information”), except to the extent that it can be established by the Receiving receiving Party that such Confidential Information: (a) was in the lawful knowledge and possession of the Receiving Party prior already known to the time it was disclosed to, or learned by, the Receiving receiving Party, or was otherwise developed independently other than under an obligation of confidentiality, at the time of disclosure by the Receiving other Party, as evidenced by written records kept in the ordinary course of business, or other documentary proof of actual use by the Receiving 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 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 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 discovered or developed by the receiving Party without use of or reliance upon the other Party’s Confidential Information as documented in its corporate records.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that the receiving Party (the “Receiving Party”) shall keep confidential and shall not publish or otherwise disclose or use for any purpose other than as provided for in this Agreement any Know-How Information or other confidential and proprietary information and materials, patentable or otherwise, in any form (written, oral, photographic, electronic, magnetic, or otherwise) which is disclosed to it by the other Party (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, including but not limited to trade secrets, Knowknow-Howhow, inventions or discoveries, proprietary information, formulae, processes, techniques and information relating to a Party’s past, present and future marketing, financial financial, and Research and Development activities of any product or potential product or useful technology of the Disclosing Party and the pricing thereof (collectively, “Confidential Information”), except to the extent that it can be established by the Receiving Party that such Confidential Information: (a) 9.1.1 was in the lawful knowledge and possession of the Receiving Party prior to the time it was disclosed to, or learned by, the Receiving Party, 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) 9.1.2 was generally available to the public or otherwise part of the public domain at the time of its disclosure to the Receiving Party; (c) 9.1.3 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) 9.1.4 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.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that that, during the Agreement Term and for [...***...] years thereafter, the receiving Party (the “Receiving Party”) ), its Affiliates and, with respect to Regulus, its Parent Companies, shall keep confidential and shall not publish or otherwise disclose or use for any purpose other than as provided for in this Agreement any Know-How or other confidential and proprietary information and materials, patentable or otherwise, in any form (written, oral, photographic, electronic, magnetic, or otherwise) which is disclosed to it by the other Party (the “Disclosing Party”) ), its Affiliates or, with respect to Regulus, its Parent Companies or otherwise received or accessed by a Receiving Party in the course of performing its obligations or exercising its rights under this Agreement, including including, but not limited to trade secrets, Knowknow-Howhow, inventions or discoveries, proprietary information, formulae, processes, techniques and information relating to a Party’s the past, present and future marketing, financial financial, and Development research and development activities of any product or potential product or useful technology of the Disclosing Party Party, its Affiliates or Parent Companies and the pricing thereof (collectively, “Confidential Information”), except to the extent that it can be established by the Receiving Party that such Confidential Information: (a) 9.1.1 was in the lawful knowledge and possession of the Receiving Party Party, its Affiliates or Parent Companies prior to the time it was disclosed to, or learned by, the Receiving Party, its Affiliates or Parent Companies, or was otherwise developed independently by the Receiving Party, its Affiliates or Parent Companies, as evidenced by written records kept in the ordinary course of business, or other documentary proof of actual use by the Receiving Party, its Affiliates or Parent Companies; (b) 9.1.2 was generally available to the public or otherwise part of the public domain at the time of its disclosure to the Receiving Party, its Affiliates or Parent Companies; (c) 9.1.3 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 Party, its Affiliates or Parent Companies in breach of this Agreement; or (d) 9.1.4 was disclosed to the Receiving Party, its Affiliates or Parent Companies, other than under an obligation of confidentiality, by a Third Party who had no obligation to the Disclosing Party Party, its Affiliates or Parent Companies not to disclose such information to others.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement AGREEMENT or otherwise agreed in writing, the Parties parties agree that that, for the term of this AGREEMENT and for a period of five years thereafter, the receiving Party (the “Receiving Party”) party shall keep confidential and shall not publish or otherwise disclose or and shall not use for any purpose other than as provided for in this Agreement AGREEMENT any Knowpatent application, know-How how (including biological materials), or other information and 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 pursuant to this AGREEMENT (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, including trade secrets, Know-How, inventions or discoveries, proprietary information, formulae, processes, techniques and information relating to a Party’s past, present and future marketing, financial and Development activities of any product or potential product or useful technology of the Disclosing Party and the pricing thereof (collectively, “Confidential Information”hereinafter "CONFIDENTIAL INFORMATION"), except to the extent that it can be established by the Receiving Party receiving party by competent proof that such Confidential Information:CONFIDENTIAL INFORMATION: THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. (a) was in the lawful knowledge and possession of the Receiving Party prior already known to the receiving party, other than under an obligation of confidentiality, at the time it was disclosed to, or learned by, the Receiving Party, or was otherwise developed independently of disclosure 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 Partyparty; (b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the Receiving Partyreceiving 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 receiving party in breach of this Agreement; orAGREEMENT; (d) was disclosed to the Receiving Partyreceiving party, other than under an obligation of confidentiality, by a Third Party who had no third party, unless the receiving party knew that such third party was under an obligation to the Disclosing Party disclosing party not to disclose such information to others; or (e) was disclosed by the receiving party pursuant to a requirement of law. The parties agree that the financial terms of this AGREEMENT shall also be considered CONFIDENTIAL INFORMATION-hereunder.

Confidentiality; Exceptions. Except to the extent expressly authorized authorised by this Agreement (including authorisation by any licence granted under this Agreement) or otherwise agreed in writing, the Parties agree that the receiving Receiving Party (the “Receiving Party”) shall keep confidential and shall not publish or otherwise disclose or use for any purpose other than as provided for in this Agreement any Know-How or other confidential and proprietary information and materials, patentable or otherwise, in any form (written, oral, photographic, electronic, magnetic, or otherwise) which is disclosed to it by the other Party (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, Agreement including trade secrets, Knowknow-Howhow, inventions or discoveries, proprietary information, formulae, processes, techniques and information relating to a Party’s 's past, present and future marketing, financial financial, business, and Development research and development activities of any product or potential product or useful technology of the Disclosing Party and the pricing thereof hereunder (collectively, “Confidential Information”), except to the extent that it can be established by the Receiving Party that such Confidential Information: (a) i. was in the lawful knowledge and possession of the Receiving Party prior to the time it was disclosed to, or learned by, the Receiving Party, 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) ii. was generally available to the public or otherwise part of the public domain at the time of its disclosure to the Receiving Party; (c) iii. 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) iv. 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. For the avoidance of doubt but not limited to, (i) Arising OTL IPR, OTL Materials, OTL Background IPR and Arising Specific OTL IPR shall be considered the Confidential Information of OTL; ii) and MolMed Background IPR, MolMed Enablement Know How, MolMed Non-Enablement Know How and Molmed New IPR shall be considered the Confidential Information of MolMed (ii) nothing in this Clause 13 shall prevent a Party from exercising its rights pursuant to any licence granted to it under Clause 3.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed by the Parties in writing, the Parties agree that the receiving Party (the “Receiving Party”) shall keep confidential and shall not publish or otherwise disclose or use for any purpose other than as provided for in this Agreement any Know-How confidential or other proprietary information and materials, patentable or otherwise, in any form (written, oral, photographic, electronic, magnetic, or otherwise) which is disclosed materials furnished to it by the other Party (the “Disclosing Party”) or otherwise received or accessed by a Receiving Party in the course of performing its obligations or exercising its rights under pursuant to this Agreement, including trade secrets, Know-How, inventions or discoveries, proprietary information, formulae, processes, techniques and information relating to a Party’s past, present and future marketing, financial and Development activities of any product or potential product or useful technology of the Disclosing Party and the pricing thereof Agreement (collectively, “Confidential Information”). Notwithstanding the foregoing, except Confidential Information shall not be deemed to include information or materials to the extent that it can be established by written documentation by the Receiving receiving Party that such Confidential Informationinformation or material: (a) was in already known to or possessed by the lawful knowledge and possession receiving Party without any obligation of confidentiality, at the Receiving Party prior time of its disclosure to the time it was disclosed to, or learned by, the Receiving Party, 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 Partyreceiving Party hereunder; (b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the Receiving Partyreceiving Party hereunder; (c) became generally available to the public or otherwise part of the public domain after its disclosure and hereunder other than through any act or omission of the Receiving receiving Party in breach of this Agreement; or; (d) was independently developed by or for the receiving Party (including its sublicensees, contractors, suppliers or clinical research organizations (CROs)) without use of or reference to the other Party’s Confidential Information as demonstrated by documented evidence prepared by the receiving Party 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 disclosing Party not to disclose such information to others.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that that, during the Term and for a period of [********] thereafter, the receiving Party (the “Receiving Party”) shall keep confidential and shall not publish or otherwise disclose or use for any purpose other than as provided for in this Agreement any Know-How Information or other confidential and proprietary information and materials, patentable or otherwiseotherwise (including, without limitation, trade secrets, know-how, inventions or discoveries, formulae, methods, processes, techniques and information relating to a Party’s past, present and future marketing, financial, and research and development activities of any product or potential product or useful technology of the Disclosing Party and the pricing thereof (collectively, “Confidential Information”), in any form (written, oral, photographic, electronic, magnetic, or otherwise) ), which is disclosed or made available to it by the other Party (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, including trade secrets, Know-How, inventions or discoveries, proprietary information, formulae, processes, techniques and information relating to a Party’s past, present and future marketing, financial and Development activities of any product or potential product or useful technology of the Disclosing Party and the pricing thereof (collectively, “Confidential Information”), except to the extent that it can be established by the Receiving Party that such Confidential Information: (a) was in the lawful knowledge and possession of the Receiving Party prior to the time it was disclosed or made available to, or learned by, the Receiving Party, or was otherwise developed independently by the Receiving Party without reference to or use of the Disclosing Party’s Confidential Information, as evidenced by written records kept in the ordinary course of business, business or other documentary proof of actual use by the Receiving Party; (b) was generally available to the public generally or otherwise part of the public domain at the time of its disclosure to the Receiving Party; (c) became generally available to the public generally 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 AgreementParty; or (d) was disclosed to the Receiving Party, other than under an obligation of confidentialityconfidentiality to or at the direction of the Disclosing Party, by a Third Party who had no obligation to the Disclosing Party not to disclose such information to others.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that the receiving Party (the “Receiving Party”) shall keep confidential and shall not publish or otherwise disclose or use for any purpose other than as provided for in this Agreement any Know-How information or other confidential and proprietary information and materials, patentable or otherwise, in any form (written, oral, photographic, electronic, magnetic, or otherwise) which is disclosed to it by the other Party (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, including but not limited to trade secrets, Knowknow-Howhow, inventions or discoveries, proprietary information, formulae, processes, techniques and information relating to a Party’s past, present and future marketing, financial financial, and Development research and development activities of any product or potential product or useful technology of the Disclosing Party and the pricing thereof (collectively, “Confidential Information”), except to the extent that it can be established by the Receiving Party that such Confidential Information: : (a) was in the lawful knowledge and possession of the Receiving Party prior to the time it was disclosed to, or learned by, the Receiving Party, 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 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.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties hereby agree that that, during the Term and for five (5) years thereafter, the receiving Party and its Affiliates (hereinafter referred to in this Section 9.1 as the “Receiving receiving Party”) shall keep confidential and shall not publish or otherwise disclose or use for any purpose other than as provided for in this Agreement any Know-How or Information and other confidential and proprietary information and materials, patentable or otherwise, in any form (written, oral, photographic, electronic, magnetic, or otherwise) which is disclosed materials furnished to it by the other Party or its Affiliate (hereinafter referred to in this Section 9.1 as the “Disclosing disclosing Party”) or otherwise received or accessed by a Receiving Party in the course of performing its obligations or exercising its rights under pursuant to this Agreement, including trade secrets, Know-How, inventions or discoveries, proprietary information, formulae, processes, techniques and information relating to a Party’s past, present and future marketing, financial and Development activities of any product or potential product or useful technology of the Disclosing Party and the pricing thereof Agreement (collectively, “Confidential Information”), except to the extent that it can be established by the Receiving receiving Party that such Confidential Information: (ai) was in the lawful knowledge and possession of the Receiving Party receiving party prior to the time it was disclosed to, or learned by, the Receiving receiving Party, or was otherwise developed independently by the Receiving receiving Party, as evidenced by written records kept in the ordinary course of business, or other documentary proof of actual use by the Receiving 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 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 receiving Party in breach of this Agreement; or (div) 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.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that the receiving Party (the “Receiving Party”) shall keep confidential and shall not publish or otherwise disclose or use for any purpose other than as provided for in this Agreement any Know-How or other confidential and proprietary information and materials, patentable or otherwise, in any form (written, oral, photographic, electronic, magnetic, or otherwise) which is disclosed to it by the other Party (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, including trade secrets, Know-How, inventions or discoveries, proprietary information, formulae, processes, techniques and information relating to a Party’s past, present and future marketing, financial and Development activities of any product or potential product or useful technology of the Disclosing Party and the pricing thereof Agreement (collectively, “Confidential Information”), except to the extent that it can be established by the Receiving Party that such Confidential Information: (a) was in the lawful knowledge and possession of the Receiving Party prior to the time it was disclosed to, or learned by, the Receiving Party, 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 knowledge 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. For clarity, the EyePoint Know-How is and shall remain the Confidential Information of EyePoint until or unless such information comes within one of the exceptions set forth in this Section 7.1.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that a Party receiving or accessing Confidential Information of the receiving other Party or its Affiliates (the “Receiving Party”) shall keep confidential and shall not publish or otherwise disclose or use for any purpose other than as provided for in this Agreement Agreement, from the Execution Date until [*], any Know-How or other information and materials, patentable or otherwise, in any form (written, oral, photographic, electronic, magnetic, or otherwise) Confidential Information which is disclosed to it by the other Party or its Affiliates (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, including trade secrets, Know-How, inventions or discoveries, proprietary information, formulae, processes, techniques and information relating to a Party’s past, present and future marketing, financial and Development activities of any product or potential product or useful technology of the Disclosing Party and the pricing thereof (collectively, “Confidential Information”), except to the extent that it can be established by the Receiving Party that such Confidential Information: (a) was in the lawful knowledge and possession of the Receiving Party prior to the time it was disclosed to, or learned by, the Receiving Party, 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 knowledge 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.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that the receiving Party (the “Receiving Party”"RECEIVING PARTY") shall keep confidential and shall not publish or otherwise disclose or use for any purpose other than as provided for in this Agreement any Know-How Information or other confidential and proprietary information and materials, materials patentable or otherwise, in any form (written, oral, photographic, electronic, magnetic, or otherwise) which is disclosed to it by the other Party (the “Disclosing Party”"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 including, including but not limited to trade secrets, Knowknow-How, inventions or discoverieshow, proprietary information, formulae, processes, techniques and information relating to a Party’s 's past, present and future marketing, financial financial, and Development research and development activities of any product or potential product or useful technology of the Disclosing Party and the pricing thereof (collectively, “Confidential Information”"CONFIDENTIAL INFORMATION"), except to the extent that it can be established by the Receiving Party that such Confidential Information: (a) 9.1.1 was in the lawful knowledge and possession of the Receiving Party prior to the time it was disclosed to, or learned by, the Receiving Party, 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) 9.1.2 was generally available to the public or otherwise part of the public domain at the time of its disclosure to the Receiving Party; (c) 9.1.3 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) 9.1.4 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. Notwithstanding any disclosure of Confidential Information of the Disclosing Party to the Receiving Party, no ownership of such Confidential Information shall be transferred as a result of such disclosure.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that that, during the Term and for [*] thereafter, the receiving Party (the “Receiving Party”) shall will keep confidential and shall will not publish or otherwise disclose or use for any purpose other than as provided for in this Agreement any Know-How and all information or other information and materials, patentable or otherwise, in any form (written, oral, photographic, electronic, magnetic, or otherwise) which materials related to the activities contemplated hereunder that is disclosed furnished to it by or on behalf of the other Party (pursuant to this Agreement and is identified by the “Disclosing Party”) or otherwise received or accessed by a Receiving disclosing Party in the course of performing its obligations or exercising its rights under this Agreement, including trade secrets, Know-How, inventions or discoveriesas confidential, proprietary information, formulae, processes, techniques and or the like or that the receiving Party has reason to believe is confidential based upon its own similar information relating to a Party’s past, present and future marketing, financial and Development activities of any product or potential product or useful technology of the Disclosing Party and the pricing thereof (collectively, “Confidential Information”). For clarity, except for rights expressly granted herein, both Parties will have no right to and will not utilize any Confidential Information of the other Party for activities outside the Collaboration Scope or for activities related to products other than the Products. Notwithstanding the foregoing, Confidential Information will not include any information to the extent that it can be established by written documentation by the Receiving receiving Party that such Confidential Informationinformation: (a) 11.1.1 was in obtained or was already known by the lawful knowledge and possession receiving Party or its Affiliates without obligation of confidentiality as a result of disclosure from a Third Party that the Receiving receiving Party prior did not know was under an obligation of confidentiality to the time it was disclosed to, or learned by, the Receiving Party, 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 Partydisclosing Party with respect to such information; (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 Partyreceiving Party through no act or omission of the receiving Party or its Affiliates in breach of this Agreement; (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 or its Affiliates in breach of this Agreement; or 11.1.4 was independently discovered or developed by the receiving Party or its Affiliates (d) was disclosed without reference to or use of Confidential Information of the Receiving disclosing 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).

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that the receiving Party (the “Receiving Party”) shall keep confidential and shall not publish or otherwise disclose or use for any purpose other than as provided for in this Agreement any Know-How or other confidential and proprietary information and materials, patentable or otherwise, in any form (written, oral, photographic, electronic, magnetic, or otherwise) which is disclosed to it by the other Party (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, including trade secrets, Knowknow-Howhow, inventions or discoveries, proprietary information, formulae, processes, techniques and information relating to a Party’s past, present and future marketing, financial financial, and Development activities of any product or potential product or useful technology of the Disclosing Party and the pricing thereof (collectively, “Confidential Information”), except to the extent that it can be established by the Receiving Party that such Confidential Information: (a) 6.1.1 was in the lawful knowledge and possession of the Receiving Party prior to the time it was disclosed to, or learned by, the Receiving Party, 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) 6.1.2 was generally available to the public or otherwise part of the public domain at the time of its disclosure to the Receiving Party; (c) 6.1.3 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) 6.1.4 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.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that the receiving Party (the “Receiving PartyRECEIVING PARTY”) shall keep confidential and shall not publish or otherwise disclose or use for any purpose other than as provided for in this Agreement any Know-How Information or other confidential and proprietary information and materials, materials patentable or otherwise, in any form (written, oral, photographic, electronic, magnetic, or otherwise) which is disclosed to it by the other Party (the “Disclosing PartyDISCLOSING PARTY”) or otherwise received or accessed by a Receiving Party in the course of performing its obligations or exercising its rights under this AgreementAgreement including, including but not limited to trade secrets, Know-How, inventions or discoveries, proprietary information, formulae, processes, techniques and information relating to a Party’s past, present and future marketing, financial financial, and Development research and development activities of any product or potential product or useful technology of the Disclosing Party and the pricing thereof (collectively, “Confidential InformationCONFIDENTIAL INFORMATION”), except to the extent that it can be established by the Receiving Party that such Confidential Information: (a) 9.1.1 was in the lawful knowledge and possession of the Receiving Party prior to the time it was disclosed to, or learned by, the Receiving Party, 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) 9.1.2 was generally available to the public or otherwise part of the public domain at the time of its disclosure to the Receiving Party; (c) 9.1.3 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) 9.1.4 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. Notwithstanding any disclosure of Confidential Information of the Disclosing Party to the Receiving Party, no ownership of such Confidential Information shall be transferred as a result of such disclosure.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that the receiving Party (the “Receiving Party”) shall keep confidential and shall not publish or otherwise disclose or use for any purpose other than as provided for in this Agreement any Know-How or other confidential and proprietary information and materials, patentable or otherwise, in any form (written, oral, photographic, electronic, magnetic, or otherwise) which is disclosed to it by the other Party (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, including trade secrets, Know-How, inventions or discoveries, proprietary information, formulae, processes, techniques and information relating to a Party’s past, present and future marketing, financial financial, and Development activities of any product or potential product or useful technology of the Disclosing Party and the pricing thereof (collectively, “Confidential Information”), except to the extent that it can be established by the Receiving Party that such Confidential Information: (a) 9.1.1 was in the lawful knowledge and possession of the Receiving Party prior to the time it was disclosed to, or learned by, the Receiving Party, 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) 9.1.2 was generally available to the public or otherwise part of the public domain at the time of its disclosure to the Receiving Party; (c) 9.1.3 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) 9.1.4 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. For the avoidance of doubt, any information disclosed by Editas to Allergan prior to the Effective Date pursuant to the Mutual Confidential Disclosure Agreement by and between Editas and Allergan, Inc. dated as of August 18, 2016 (the “Existing Confidentiality Agreement”) shall be Confidential Information of Editas and Editas Know-How for all purposes under this Agreement.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that a Party receiving or accessing Confidential Information of the receiving other Party or its Affiliates (the “Receiving Party”) shall keep confidential and shall not publish or otherwise disclose or use for any purpose other than as provided for in this Agreement Agreement, from the Execution Date until [*], any Know-How or other information and materials, patentable or otherwise, in any form (written, oral, photographic, electronic, magnetic, or otherwise) Confidential Information which is disclosed to it by the other Party or its Affiliates (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, including trade secrets, Know-How, inventions or discoveries, proprietary information, formulae, processes, techniques and information relating to a Party’s past, present and future marketing, financial and Development activities of any product or potential product or useful technology of the Disclosing Party and the pricing thereof (collectively, “Confidential Information”), except to the extent that it can be established by the Receiving Party that such Confidential Information: : (a) was in the lawful knowledge and possession of the Receiving Party prior to the time it was disclosed to, or learned by, the Receiving Party, 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 knowledge 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 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.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that the receiving Party (the “Receiving Party”) shall keep confidential and shall not publish or otherwise disclose or use for any purpose other than as provided for in this Agreement any Know-How Information or other confidential and proprietary information and materials, patentable or otherwise, in any form (written, oral, photographic, electronic, magnetic, or otherwise) which is disclosed to it by the other Party (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, including but not limited to trade secrets, Knowknow-Howhow, inventions or discoveries, proprietary information, formulae, processes, techniques and information relating to a Party’s past, present and future marketing, financial financial, and Development research and development activities of any product or potential product or useful technology of the Disclosing Party and the pricing thereof (collectively, “Confidential Information”), except to the extent that it can be established by the Receiving Party that such Confidential Information: (a) was in the lawful knowledge and possession of the Receiving Party prior to the time it was disclosed to, or learned by, the Receiving Party, 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 tire 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.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that the receiving Party (the “Receiving Party”) shall keep confidential and shall not publish or otherwise disclose or use for any purpose other than as provided for in this Agreement any Know-How or other confidential and proprietary information and materials, patentable or otherwise, in any form (written, oral, photographic, electronic, magnetic, or ||| otherwise) which is disclosed to it by the other Party (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, including trade secrets, Know-How, inventions or discoveries, proprietary information, formulae, processes, techniques and information relating to a Party’s past, present and future marketing, financial financial, and Development activities of any product or potential product or useful technology of the Disclosing Party and the pricing thereof (collectively, “Confidential Information”), except to the extent that it can be established by the Receiving Party that such Confidential Information: (a) 9.1.1 was in the lawful knowledge and possession of the Receiving Party prior to the time it was disclosed to, or learned by, the Receiving Party, 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) 9.1.2 was generally available to the public or otherwise part of the public domain at the time of its disclosure to the Receiving Party; (c) 9.1.3 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) 9.1.4 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. For the avoidance of doubt, any information disclosed by Tevard to Zogenix on or prior to the Effective Date pursuant to any non-disclosure agreements by and between Tevard and Zogenix, including that certain Option Agreement For Exclusive License, dated October 14, 2019, (the “Existing Confidentiality Agreements”) shall be Confidential Information of Tevard and Tevard Know-How for all purposes under this Agreement, provided that all Joint Know-How and all Tevard Know-How and Confidential Information related to any Licensed Development Program, irrespective of which Party is the Disclosing Party, shall be deemed the Confidential Information of Zogenix.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writingwriting or required as a condition of sublicense, the Parties agree that that, during the Term and for five (5) years thereafter, but in no case before July 10, 2022, the receiving Party (the “Receiving Party”) shall will keep confidential and shall will not publish or otherwise disclose or use for any purpose other than as provided for in this Agreement any Know-How or other information and materials, patentable or otherwise, in any form (written, oral, photographic, electronic, magnetic, or otherwise) which is disclosed Information furnished to it by the other Party (the “Disclosing Party”) or otherwise received or accessed by a Receiving Party in the course of performing its obligations or exercising its rights under pursuant to this Agreement, including trade secrets, Know-How, inventions or discoveries, proprietary information, formulae, processes, techniques and information relating to a Party’s past, present and future marketing, financial and Development activities of any product or potential product or useful technology of the Disclosing Party and the pricing thereof Agreement (collectively, “Confidential Information”). Notwithstanding the foregoing, except Confidential Information will not include any information to the extent that it can be established by written documentation by the Receiving receiving Party that such Confidential Informationinformation: (a) is obtained or was in already known by the lawful knowledge and possession receiving Party or its Affiliates as a result of disclosure from a Third Party that the Receiving receiving Party prior neither knew nor should have known was under an obligation of confidentiality to the time it was disclosed to, or learned by, the Receiving Party, 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 Partydisclosing Party with respect to such information; (b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the Receiving Partyreceiving Party through no act or omission of the receiving Party or its Affiliates in breach of this Agreement; (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 or its Affiliates in breach of this Agreement; or (d) was disclosed independently discovered or developed by the receiving Party or its Affiliates (without reference to or use of Confidential Information of the Receiving disclosing Party, ) as demonstrated by the receiving Party’s documented evidence prepared contemporaneously with such independent Development or 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 othersequally competent evidence.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that the receiving Party (the “Receiving Party”) shall keep confidential and shall not publish or otherwise disclose or use for any purpose other than as provided for in this Agreement any Know-How or other information and materialsAgreement, patentable or otherwise, Confidential Information in any form (written, oral, photographic, electronic, magnetic, or otherwise) which is disclosed to it by the other Party (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, including trade secrets, Know-How, inventions or discoveries, proprietary information, formulae, processes, techniques and information relating to a Party’s past, present and future marketing, financial and Development activities of any product or potential product or useful technology of the Disclosing Party and the pricing thereof (collectively, “Confidential Information”), except to the extent that it can be established by the Receiving Party that such Confidential Information: (a) was in the lawful knowledge and possession of the Receiving Party prior to the time it was disclosed to, or learned by, the Receiving Party, 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.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that the receiving Party (the “Receiving Party”) shall keep confidential and shall not publish or otherwise disclose or use for any purpose other than as provided for in this Agreement any Know-How or other confidential and proprietary information and materials, patentable or otherwise, in any form (written, oral, photographic, electronic, magnetic, or otherwise) which that is disclosed to it by the other Party (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), including trade secrets, Know-How, inventions or discoveries, proprietary information, formulae, processes, techniques and information relating to a the Disclosing Party’s past, present and or future marketing, financial and Development financial, or Exploitation activities of any product or potential product or useful technology of the Disclosing Party and or the pricing thereof (collectively, “Confidential Information”), except to the extent that it can be established by the Receiving Party that such Confidential Information: (a) 11.1.1 was in the lawful knowledge and possession of the Receiving Party prior to the time it was first disclosed to, or learned by, to the Receiving Party by the Disclosing Party, or was otherwise developed independently by the Receiving Party without reference to any of the Disclosing Party’s Confidential Information, 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 first disclosure to the Receiving Party by the Disclosing Party; (c) 11.1.3 became generally available to the public or otherwise part of the public domain after its disclosure to the Receiving Party by the Disclosing Party and other than through any act or omission of the Receiving Party in breach of this Agreement or the Existing Confidentiality 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 ActiveUS 169009360v.1

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that that, for the term of this Agreement and for [ * ] thereafter, the receiving Party (the “Receiving Party”) shall keep confidential and shall not publish or otherwise disclose or use for any purpose other than as provided for permitted in this Agreement any Know-How or Information and other information and materials, patentable or otherwise, in any form (written, oral, photographic, electronic, magnetic, or otherwise) which is disclosed materials furnished to it by the other Party (the “Disclosing Party”) or otherwise received or accessed by a Receiving Party in the course of performing its obligations or exercising its rights under pursuant to this Agreement, including trade secrets, Know-How, inventions or discoveries, proprietary information, formulae, processes, techniques and information relating to a Party’s past, present and future marketing, financial and Development activities ; any provisions of any product or potential product or useful technology this Agreement that are the subject of an effective order of the Disclosing Party Securities Exchange Commission granting confidential treatment pursuant to the Securities Act of 1934, as amended; and any Information developed during the pricing thereof term of, and pursuant to, this Agreement (collectively, “Confidential Information”), except to the extent that it can be established by the Receiving receiving Party that such Confidential Information: (a) was in the lawful knowledge and possession of the Receiving Party prior already known to the time it was disclosed to, or learned by, the Receiving receiving Party, or was otherwise developed independently other than under an obligation of confidentiality, at the time of disclosure 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[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (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; and (e) was independently developed by the receiving Party without reliance on, use of or access to Confidential Information of the other Party as shown by competent documentary evidence.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that the receiving a Party and its Affiliates and representatives (the “Receiving Party”) shall keep confidential and shall not publish or otherwise disclose or use for any purpose other than as provided for in this Agreement any Know-How or other confidential and proprietary information and materials, patentable or otherwise, in any form (written, oral, photographic, electronic, magnetic, or otherwise) which is disclosed to it by the other Party or its Affiliates or representatives (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), including trade secrets, Know-How, inventions or discoveries, proprietary information, formulae, processes, techniques and information relating to a Party’s past, present and future marketing, financial and Development activities of any product or potential product or useful technology of the Disclosing Party and the pricing thereof (collectively, “Confidential Information”), except to the extent that it can be established by the Receiving Party that such Confidential Information: (a) was in the lawful knowledge and possession of the Receiving Party prior to the time it was disclosed to, or learned by, the Receiving Party, or was otherwise developed independently by to 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 otherwise developed independently by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as evidenced by written records kept in the ordinary course of business, or other documentary proof of actual use by the Receiving Party; (c) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the Receiving Party;; [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (cd) became generally available to the public or otherwise part of the public domain after its disclosure and to the Receiving Party hereunder other than through any act or omission of the Receiving Party in breach of this Agreement; or (de) 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. All XOMA Know-How that is specific to the Development and/or manufacture of any Licensed Antibody and the XOMA Regulatory Materials shall be considered Confidential Information of both XOMA and Novartis (it being understood that both XOMA and Novartis will be deemed to be the Disclosing Party with respect thereto and the exceptions in Sections 6.1(a) and (e) shall not apply to XOMA with respect to such XOMA Know-How and the XOMA Regulatory Materials). Subject to and without prejudice to the foregoing, any Confidential Information disclosed by either Party (or their Affiliates) prior to the Effective Date pursuant to the Confidentiality Agreement between XOMA (US) LLC and Novartis Pharmaceuticals Corporation dated June 17, 2015 (the “Existing Confidentiality Agreement”) shall be Confidential Information of such Party for all purposes under this Agreement, it being understood and agreed that this Agreement supersedes and replaces the Existing Confidentiality Agreement with respect to such Confidential Information and the rights and obligations of the Parties with respect thereto.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that the receiving Party (the “Receiving Party”) shall keep confidential and shall not publish or otherwise disclose or use for any purpose other than as provided for in this Agreement any Know-How information or other information and materials, patentable confidential or otherwise, in any form (written, oral, photographic, electronic, magnetic, or otherwise) which is disclosed proprietary materials furnished to it by the other Party (the “Disclosing Party”) or otherwise received or accessed by a Receiving Party in the course of performing its obligations or exercising its rights under pursuant to this Agreement, including trade secrets, Know-How, inventions or discoveries, proprietary information, formulae, processes, techniques and information relating to a Party’s past, present and future marketing, financial and Development activities of any product or potential product or useful technology of the Disclosing Party and the pricing thereof Agreement (collectively, “Confidential Information”), except to the extent that it can be established by the Receiving receiving Party that such Confidential Informationinformation or material: (ai) was in the lawful knowledge and possession of the Receiving receiving Party prior to the time it was disclosed to, or learned by, the Receiving receiving Party, or was otherwise developed independently by the Receiving receiving Party, as evidenced by written records kept in the ordinary course of business, or other documentary proof of actual use by the Receiving 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 receiving Party; (ciii) became generally available to the public or otherwise part of the public domain after its disclosure and to the receiving Party other than through any act or omission of the Receiving receiving Party in breach of this Agreement; or (div) 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. 66 For the avoidance of doubt, all data, information and other documentation of Otsuka and its Affiliates relating to Manufacture of Licensed Compound or Licensed Product, including any Drug Master File and CMC documentation, shall be deemed the Confidential Information of Otsuka.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that that, for the term of this Agreement and for five (5) years thereafter, each Party receiving Party hereunder any Confidential Information (the “Receiving Party”) of the other Party pursuant to this Agreement (the “Disclosing Party”), and ProQuest, with respect to ProQuest Patent Rights and ProQuest Know-how that is Confidential Information, shall keep such Confidential Information confidential and shall not publish or otherwise disclose or use such Confidential Information for any purpose other than as provided for in this Agreement any Know-How or other information and materials, patentable or otherwise, in any form (written, oral, photographic, electronic, magnetic, or otherwise) which is disclosed to it by the other Party (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, including trade secrets, Know-How, inventions or discoveries, proprietary information, formulae, processes, techniques and information relating to a Party’s past, present and future marketing, financial and Development activities of any product or potential product or useful technology of the Disclosing Party and the pricing thereof (collectively, “Confidential Information”)purpose, except to the extent that it can be established by the Receiving Party that such Confidential Information: (ai) was in the lawful knowledge and possession of the Receiving Party prior already known to the time it was disclosed to, or learned by, the Receiving Party, or was otherwise developed independently other than under an obligation of confidentiality, at the time of disclosure by the Disclosing Party and such Receiving Party, as evidenced by written records kept in the ordinary course of business, or other Party has documentary proof of actual use by the Receiving Partyevidence to that effect; (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 or development, as the case may be, other than through any act or omission of a breach by the Receiving Party in breach of this Agreement; orSection 7.1; (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 (v) was independently discovered or developed by the Receiving Party without reference to any information or material disclosed hereunder, and this is provable by documentary evidence.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that that, during the Term and for [***] years thereafter, the receiving Party (the “Receiving Party”) shall will keep confidential and shall will not publish or otherwise disclose or use for any purpose other than as provided for in this Agreement any Know-How and all information or other information and materials, patentable or otherwise, in any form (written, oral, photographic, electronic, magnetic, or otherwise) which materials related to the activities contemplated hereunder that is disclosed furnished to it by or on behalf of the other Party (pursuant to this Agreement and is identified by the “Disclosing Party”) or otherwise received or accessed by a Receiving disclosing Party in the course of performing its obligations or exercising its rights under this Agreement, including trade secrets, Know-How, inventions or discoveriesas confidential, proprietary information, formulae, processes, techniques and or the like or that the receiving Party has reason to believe is confidential based upon its own similar information relating to a Party’s past, present and future marketing, financial and Development activities of any product or potential product or useful technology of the Disclosing Party and the pricing thereof (collectively, “Confidential Information”). For clarity, except for rights expressly granted herein, both Parties will have no right to and will not utilize any Confidential Information of the other Party for any purpose other than (i) as provided for in this Agreement or (i) otherwise in connection with exploiting its rights to the Product in a manner consistent with the terms of this Agreement. Notwithstanding the foregoing, Confidential Information will not include any information to the extent that it can be established by written documentation by the Receiving receiving Party that such Confidential Informationinformation: (a) 12.1.1 was in obtained or was already known by the lawful knowledge and possession receiving Party or its Affiliates without obligation of confidentiality as a result of disclosure from a Third Party that the Receiving receiving Party prior did not know was under an obligation of confidentiality to the time it was disclosed to, or learned by, the Receiving Party, 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 Partydisclosing Party with respect to such information; (b) 12.1.2 was generally available to the public or otherwise part of the public domain at the time of its disclosure to the Receiving Partyreceiving Party through no act or omission of the receiving Party or its Affiliates in breach of this Agreement; (c) 12.1.3 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 or its Affiliates in breach of this Agreement; or 12.1.4 was independently discovered or developed by the receiving Party or its Affiliates (d) was disclosed without reference to or use of Confidential Information of the Receiving disclosing 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).

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed by the Parties in writing, the Parties agree that the receiving Party (the “Receiving Party”) shall keep confidential and shall not publish or otherwise disclose or use for any purpose other than as provided for in this Agreement any Know-How confidential or other proprietary information and materials, patentable or otherwise, in any form (written, oral, photographic, electronic, magnetic, or otherwise) which is disclosed materials furnished to it by the other Party (the “Disclosing Party”) or otherwise received or accessed by a Receiving Party in the course of performing its obligations or exercising its rights under pursuant to this Agreement, including trade secrets, Know-How, inventions or discoveries, proprietary information, formulae, processes, techniques and information relating to a Party’s past, present and future marketing, financial and Development activities of any product or potential product or useful technology of the Disclosing Party and the pricing thereof Agreement (collectively, “Confidential Information”). Notwithstanding the foregoing, except Confidential Information shall not be deemed to include information or materials to the extent that it can be established by written documentation by the Receiving receiving Party that such Confidential Informationinformation or material: (a) was in already known to or possessed by the lawful knowledge and possession receiving Party without any obligation of confidentiality, at the Receiving Party prior time of its disclosure to the time it was disclosed to, or learned by, the Receiving Party, 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 Partyreceiving Party hereunder; (b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the Receiving Partyreceiving Party hereunder; (c) became generally available to the public or otherwise part of the public domain after its disclosure and hereunder other than through any act or omission of the Receiving receiving Party in breach of this Agreement; or; (d) was independently developed by or for the receiving Party (including its contractors, suppliers or clinical research organizations (“CROs”)) without use of or reference to the other Party’s Confidential Information as demonstrated by documented evidence prepared by the receiving Party 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 disclosing Party not to disclose such information to others.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writingwriting by the parties, the Parties agree that receiving party will keep confidential, and will take such reasonable measures to maintain such Confidential Information of the receiving Party (the “Receiving Party”) shall keep disclosing party as confidential as it takes to protect its own proprietary Confidential Information, and shall will not publish or otherwise disclose or and will not use for any purpose other than as provided for in this Agreement any Know-How or other information and 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 (the “Disclosing Party”) or otherwise received or accessed by a Receiving Party in the course of performing its obligations or exercising its rights under party pursuant to this Agreement, including trade secrets, Know-How, inventions or discoveries, proprietary information, formulae, processes, techniques and information relating to a Party’s past, present and future marketing, financial and Development activities of any product or potential product or useful technology of the Disclosing Party and the pricing thereof (collectively, “Confidential Information”), except to the extent that it can be established by the Receiving Party receiving party by competent proof that such Confidential Information: (a) was in the lawful knowledge and possession of the Receiving Party prior already known to the receiving party, other than under an obligation of confidentiality, at the time it was disclosed to, or learned by, the Receiving Party, or was otherwise developed independently of disclosure 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 Partyparty; (b) was generally available to the public or otherwise part of the public domain domain, other than through any act or omission of the receiving party in breach of this Agreement, at the time of its disclosure to the Receiving Partyreceiving party; (c) after its disclosure to the receiving party became generally available to the public or otherwise part of the public domain after its disclosure other than through any act or omission of the receiving party in breach of this Agreement; (d) was disclosed to the receiving party by a third party who had no obligation to the disclosing party not to disclose such Confidential Information to others; or XxxxXx Pharmaceuticals, Inc. - Capsaicin License - Xxxxxxxx/Xxxxx/Xxxxxxxxxx (e) was independently developed by the receiving party by persons who did not have access to the Confidential Information, and other than through any act or omission of the Receiving Party 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.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that that, during the Term and for 5 years thereafter, the receiving Party (the “Receiving Party”) shall and its Affiliates will keep confidential and shall will not publish or otherwise disclose or use for any purpose other than as provided for in this Agreement any Know-How or other confidential and proprietary information and materials, patentable or otherwise, otherwise in any form (written, oral, photographic, electronic, magnetic, or otherwise) which is disclosed to it by the other Party (the “Disclosing Party”) or its Affiliates or otherwise received or accessed by a Receiving Party in the course of performing its obligations or exercising its rights under this Agreement, including including, but not limited to, trade secrets, Know-How, inventions or discoveries, proprietary information, formulae, processes, techniques and information relating to a Party’s the past, present and future marketing, financial financial, and Development research and development activities of any product or potential product or useful technology of the Disclosing Party or its Affiliates and the pricing thereof (collectively, “Confidential Information”). For clarity, except all Regulus Technology shall be Confidential Information of Regulus, and all AstraZeneca Technology shall be Confidential Information of AstraZeneca. Each Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own (but in no event less than reasonable care) to ensure that its employees, agents, consultants and other representatives do not disclose or make any unauthorized use of the Confidential Information. Notwithstanding the foregoing, the foregoing obligations of confidentiality and non-use shall not apply to the extent that it can be established by the Receiving Party that such Confidential Informationinformation: (a) 7.1.1 was in the lawful knowledge and possession of the Receiving Party or its Affiliates prior to the time it was disclosed to, or learned by, the Receiving PartyParty or its Affiliates in connection with this Agreement, 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;the (b) 7.1.2 was generally available to the public or otherwise part of the public domain at the time of its disclosure to the Receiving PartyParty or its Affiliates; (c) 7.1.3 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 or its Affiliates in breach of this Agreement; or (d) 7.1.4 was disclosed to the Receiving PartyParty or its Affiliates, other than under an obligation of confidentiality, by a Third Party who had no obligation to the Disclosing Party or its Affiliates not to disclose such information to others.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement Agreement, the Note and Warrant Purchase Agreement, the Note and the Warrant, or otherwise agreed in writing, for the Parties agree that Term of this Agreement and for five years thereafter, the receiving Party (the “Receiving Party”) Investor, MDS and Chrysalis and Affiliates of Investor, MDS and Chrysalis shall keep confidential and shall not publish or otherwise disclose or use for any purpose other than as provided for in this Agreement any Knowinformation generally not known to the public that relates to the drug development or contract research fields generally or to the business of Chrysalis, MDS or the Investor and Affiliates of Chrysalis, MDS and Investor, including, but not limited to, techniques and data, inventions, practices, methods, knowledge, know-How how, skill, experience, test data including pharmacological, pharmacokinetic, toxicological, immunological and clinical test data, analytical and quality control data, marketing, pricing, distribution, costs, sales, patent or legal data or descriptions, compositions of matter, compounds, assays and biological materials (collectively, "Information") and other confidential and proprietary information and materials, patentable or otherwise, in any form (written, oral, photographic, electronic, magnetic, or otherwise) which is disclosed materials furnished to it by the other Party (party pursuant to this Agreement or any Information developed by the “Disclosing Party”) Investor, MDS or otherwise received Chrysalis or accessed by a Receiving Party in Affiliates of Investor, MDS and Chrysalis during the course of performing its obligations any strategic alliance, joint venture or exercising its rights under this Agreementcollaboration between the Investor, including trade secretsMDS and Chrysalis or Affiliates of Investor, Know-How, inventions or discoveries, proprietary information, formulae, processes, techniques MDS and information relating to a Party’s past, present and future marketing, financial and Development activities of any product or potential product or useful technology of the Disclosing Party and the pricing thereof Chrysalis (collectively, “"Confidential Information”"), except to the extent that it can be established by the Receiving Party receiving party that such Confidential Information: (a) was in the lawful knowledge and possession of of, or was independently developed by, the Receiving Party receiving party prior to the time it was disclosed to, or learned by, the Receiving Party, or was otherwise developed independently by the Receiving Party, receiving party as evidenced by written records kept in the ordinary course of business, or other documentary proof of actual use by the Receiving Partyreceiving party; (b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the Receiving Partyreceiving 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 receiving party in breach of this Agreement; or (d) was disclosed to the Receiving Partyreceiving party, other than under an obligation of confidentiality, by a Third Party third party who had no obligation to the Disclosing Party disclosing party not to disclose such information to others.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that that, during the Term and for [*] thereafter, the receiving Party (the “Receiving Party”) shall will keep confidential and shall will not publish or otherwise disclose or use for any purpose other than as provided for in this Agreement any Know-How and all information or other information materials related to the activities contemplated hereunder and materials, patentable or otherwise, in any form (written, oral, photographic, electronic, magnetic, or otherwise) which is disclosed furnished to it by the other Party pursuant to this Agreement (the “Disclosing Party”) or otherwise received or accessed by a Receiving Party in the course case of performing its obligations GSK, that is created by or exercising its rights under this Agreement, including trade secrets, Know-How, inventions or discoverieson behalf of GSK and owned by Amgen pursuant to Section 9.2 (Copyright Ownership)) that is identified by the disclosing Party as confidential, proprietary information, formulae, processes, techniques and or the like or that the receiving Party has reason to believe is confidential based upon its own similar information relating to a Party’s past, present and future marketing, financial and Development activities of any product or potential product or useful technology of the Disclosing Party and the pricing thereof (collectively, “Confidential Information”). For clarity, except GSK will have no right to and will not utilize any Confidential Information of Amgen for activities outside the Collaboration Scope or for activities related to products other than Ivory. Notwithstanding the foregoing, Confidential Information will not include any information to the extent that it can be established by written documentation by the Receiving receiving Party that such Confidential Informationinformation: (a) 11.1.1. was in obtained or was already known by the lawful knowledge and possession receiving Party or its Affiliates without obligation of confidentiality as a result of disclosure from a Third Party that the Receiving receiving Party prior did not know was under an obligation of confidentiality to the time it was disclosed to, or learned by, the Receiving Party, 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 Partydisclosing Party with respect to such information; (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 Partyreceiving Party through no act or omission of the receiving Party or its Affiliates in breach of this Agreement; (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 or its Affiliates in breach of this Agreement; or 11.1.4. was independently discovered or developed by the receiving Party or its Affiliates (d) was disclosed without reference to or use of Confidential Information of the Receiving disclosing 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).

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that the receiving a Party and its Affiliates and representatives (the “Receiving Party”) shall keep confidential and shall not publish or otherwise disclose or use for any purpose other than as provided for in this Agreement any Know-How or other confidential and proprietary information and materials, patentable or otherwise, in any form (written, oral, photographic, electronic, magnetic, or otherwise) which is disclosed to it by the other Party or its Affiliates or representatives (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), including trade secrets, Know-How, inventions or discoveries, proprietary information, formulae, processes, techniques and information relating to a Party’s past, present and future marketing, financial and Development activities of any product or potential product or useful technology of the Disclosing Party and the pricing thereof (collectively, “Confidential Information”), except to the extent that it can be established by the Receiving Party that such Confidential Information: (a) was in the lawful knowledge and possession of the Receiving Party prior to the time it was disclosed to, or learned by, the Receiving Party, or was otherwise developed independently by to 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 otherwise developed independently by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as evidenced by written records kept in the ordinary course of business, or other documentary proof of actual use by the Receiving Party; [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (c) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the Receiving Party; (cd) became generally available to the public or otherwise part of the public domain after its disclosure and to the Receiving Party hereunder other than through any act or omission of the Receiving Party in breach of this Agreement; or (de) 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. All XOMA Know-How that is specific to the Development and/or manufacture of the Antibody and the XOMA Regulatory Materials shall be considered Confidential Information of both XOMA and Novartis (it being understood that both XOMA and Novartis will be deemed to be the Disclosing Party with respect thereto and the exceptions in Sections 6.1(a) and (e) shall not apply to XOMA with respect to such XOMA Know-How and the XOMA Regulatory Materials). Subject to and without prejudice to the foregoing, any Confidential Information disclosed by either Party (or their Affiliates) prior to the Effective Date pursuant to the Confidentiality Agreement between Novartis International AG and XOMA, dated July 6, 2017 (the “Existing Confidentiality Agreement”) shall be Confidential Information of such Party for all purposes under this Agreement, it being understood and agreed that this Agreement supersedes and replaces the Existing Confidentiality Agreement with respect to such Confidential Information and the rights and obligations of the Parties with respect thereto.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writingAgreement, the Parties agree that the receiving Party (the “Receiving Party”) shall keep confidential and shall not publish or otherwise disclose or use for any purpose other than as provided for in this Agreement any Know-How How, Materials or other confidential and proprietary information and materials, materials (whether patentable or otherwise, otherwise and in any form (written, oral, photographic, electronic, magnetic, or otherwise)) which is disclosed to it by of the other Party (the “Disclosing Party”) or otherwise received or accessed which is disclosed to it by a Receiving the Disclosing Party in the course of performing its obligations or exercising its rights under this Agreement or was disclosed to it by the Disclosing Party under the Original Agreement, including trade secrets, Know-How, inventions or discoveries, proprietary information, formulae, processes, techniques and information relating to a Party’s past, present and future marketing, financial and research or Development activities of any product or potential product or useful technology of the Disclosing Party and the pricing thereof (collectively, “Confidential Information”), except to the extent that it can be established by the Receiving Party that such Confidential Information: (a) was in the lawful knowledge and possession of the Receiving Party prior to the time it was disclosed to, or learned by, to the Receiving Party, or was otherwise developed independently by or for 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 who, to the knowledge of the Receiving Party, had no obligation to the Disclosing Party not to disclose such information to others. Without limitation of Section 2.3.6, EPIZYME shall not disclose any of EPIZYME’s Confidential Information to CELGENE or its AFFILIATES with respect to any Target that is not an Available Target or Selected Target or any Compounds Directed to any Target that is not an Available Target or Selected Target. If, notwithstanding the foregoing, EPIZYME discloses any such EPIZYME Confidential Information to CELGENE or any of its Affiliates (other than, for clarity, pursuant to Sections 2.8.3 and 2.8.4), such Confidential Information shall not be considered Confidential Information for purposes of this Agreement and CELGENE and its Affiliates shall not have any obligation of confidentiality or non-use under Article 9 with respect to such Confidential Information. Notwithstanding anything to the contrary in this Agreement, a Receiving Party may use any learning, skills, ideas, concepts, techniques, know-how and information, including general chemistry methodologies and general SAR (structure-activity relationship) concepts, but excluding specific chemical entities synthesized or invented in the conduct of the Collaboration (unless, as to such chemical entities, such use is otherwise permitted by an exception in the foregoing clauses (a), (b), (c) and (d)), retained in intangible form in the unaided memory of the Receiving Party’s directors, employees, contractors, advisors, agents and other personnel of the Receiving Party who had access to the Disclosing Party’s Confidential Information (collectively, “Residual Information”) for any purpose, provided that this right to use Residual Information does not represent a license to any Patents Controlled by the Disclosing Party. For purposes of clarity, nothing contained in the preceding sentence gives the Receiving Party the right to publish or otherwise disclose or use the tangible source of any Residual Information for any purpose other than as provided for in this Agreement. A personnel’s memory will be considered unaided only if such personnel has not intentionally memorized the information for the purpose of retaining and/or subsequently recording, publishing, disclosing or using it.

Confidentiality; Exceptions. Except to the extent expressly authorized by this the Collaboration Agreement or otherwise agreed in writing, the Parties agree that that, for the term of the Collaboration Agreement and for *_____* years thereafter, the receiving Party (the “Receiving Party”) shall keep confidential and shall not publish or otherwise disclose or use for any purpose other than as provided for in this the Collaboration Agreement any Know-How or Information and other information and materials, patentable or otherwise, in any form (written, oral, photographic, electronic, magnetic, or otherwise) which is disclosed materials furnished 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, including trade secrets, Know-How, inventions or discoveries, proprietary information, formulae, processes, techniques and information relating to a Party’s past, present and future marketing, financial and Development activities of any product or potential product or useful technology of the Disclosing Party and the pricing thereof Collaboration Agreement (collectively, “"Confidential Information”"), except to the extent that it can be established by the Receiving receiving Party that such Confidential Information: (a) was in the lawful knowledge and possession of the Receiving Party prior already known to the time it was disclosed to, or learned by, the Receiving receiving Party, or was otherwise developed independently other than under an obligation of confidentiality, at the time of disclosure 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 the Collaboration Agreement; or (d) was disclosed *_____* Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with Secretary of the Commission in the Company's Application Requesting Confidential Treatment pursuant to Rule 24b-2 under the Receiving PartySecurities Exchange Act of 1934, 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 othersas amended.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that the receiving Party (the “Receiving Party”) shall keep confidential and shall not not, now or at any time hereafter, publish or otherwise disclose or use for any purpose other than as provided for in this Agreement Agreement, and to carry out any and all of its obligations under this Agreement, any Know-How or other information and materials, patentable or otherwise, in any form (written, oral, photographic, electronic, magnetic, or otherwise) which is disclosed to it by the other Party (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, including trade secrets, Know-How, inventions or discoveries, proprietary information, formulae, processes, techniques and information relating to a Party’s past, present and future marketing, financial and Development activities of any product or potential product or useful technology of the Disclosing Party and the pricing thereof (collectively, “Confidential Information”), except to the extent that it can be established by the Receiving Party that such Confidential Information: (a) was in the lawful knowledge and possession of the Receiving Party prior to the time it was disclosed to, or learned by, the Receiving Party, 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.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that the receiving a Party and its Affiliates and representatives (the “Receiving Party”) shall keep confidential and shall not publish or otherwise disclose or use for any purpose other than as provided for in this Agreement any Know-How or other confidential and proprietary information and materials, patentable or otherwise, in any form (written, oral, photographic, electronic, magnetic, or otherwise) which is disclosed to it by the other Party or its Affiliates or representatives (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), including trade secrets, Know-How, inventions or discoveries, proprietary information, formulae, processes, techniques and information relating to a Party’s past, present and future marketing, financial and Development activities of any product or potential product or useful technology of the Disclosing Party and the pricing thereof (collectively, “Confidential Information”), except to the extent that it can be established by the Receiving Party that such Confidential Information: (a) was in the lawful knowledge and possession of the Receiving Party prior to the time it was disclosed to, or learned by, the Receiving Party, or was otherwise developed independently by to 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 otherwise developed independently by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as evidenced by written records kept in the ordinary course of business, or other documentary proof of actual use by the Receiving Party; (c) 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.​

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that that, for the term of this Agreement and for ten years thereafter, the receiving Party (the “Receiving Party”) shall keep confidential and shall not publish or otherwise disclose or use for any purpose other than as provided for in this Agreement any Know-How or Information and other information and materials, patentable or otherwise, in any form (written, oral, photographic, electronic, magnetic, or otherwise) which is disclosed materials furnished to it by the other Party (the “Disclosing Party”) pursuant to this Agreement or otherwise received or accessed by a Receiving Party in any Information relating to Joint Inventions developed during the course of performing its obligations or exercising its rights under this Agreement, including trade secrets, Know-How, inventions or discoveries, proprietary information, formulae, processes, techniques Agreement and information relating assigned to a Party’s past, present and future marketing, financial and Development activities of any product or potential product or useful technology of the Disclosing other Party and the pricing thereof pursuant to Section 8.1 (collectively, “Confidential Information”), except to the extent that it can be established by the Receiving receiving Party that such Confidential Information: (a) was in the lawful knowledge and possession of the Receiving Party prior already known to the time it was disclosed to, or learned by, the Receiving receiving Party, or was otherwise developed independently other than under an obligation of confidentiality, at the time of disclosure by the Receiving Party, as evidenced by written records kept in the ordinary course of business, or other Party and such receiving Party has documentary proof of actual use by the Receiving Partyevidence 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 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 the receiving Party without use of the Confidential Information of the disclosing Party. [*] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities and Exchange Act of 1934, as amended.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that that, during the Term and for a period of [***] thereafter, the receiving Party (the “Receiving Party”) shall keep confidential and shall not publish or otherwise disclose or use for any purpose other than as provided for in this Agreement any Know-How or other confidential and proprietary information and materials, patentable or otherwiseotherwise (including, this Agreement, trade secrets, Know-How, inventions or discoveries, formulae, methods, materials, processes, techniques and information relating to a Party’s past, present and future marketing, financial, and research and development activities of any product or potential product or useful technology of the Disclosing Party and the pricing thereof) (collectively, “Confidential Information”), in any form (written, oral, photographic, electronic, magnetic, or otherwise) ), which is disclosed or made available to it by the other Party (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, including trade secrets, Know-How, inventions or discoveries, proprietary information, formulae, processes, techniques and information relating to a Party’s past, present and future marketing, financial and Development activities of any product or potential product or useful technology of the Disclosing Party and the pricing thereof (collectively, “Confidential Information”), except to the extent that it can be established by the Receiving Party that such Confidential Information: (a) 12.1.1 was in the lawful knowledge and possession of the Receiving Party prior to the time it was disclosed or made available to, or learned by, the Receiving Party, or was otherwise developed independently by the Receiving Party without reference to or use of the Disclosing Party’s Confidential Information, as evidenced by written records kept in the ordinary course of business, business or other documentary proof of actual use by the Receiving Party; (b) 12.1.2 was generally available to the public generally or otherwise part of the public domain at the time of its disclosure to the Receiving Party; (c) 12.1.3 became generally available to the public generally 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; orParty; (d) 12.1.4 was disclosed to the Receiving Party, other than under an obligation of confidentialityconfidentiality to or at the direction of the Disclosing Party, by a Third Party who had no obligation to the Disclosing Party not to disclose such information to others; 12.1.5 where the Disclosing Party provides its consent, which shall not be unreasonably withheld; 12.1.6 where such Confidential Information is covered by the obligations Immutep owes to Ares Trading SA in accordance with the Merck-Serono Agreement, and Immutep is required to disclose to Ares Trading SA, provided that Immutep shall procure that Ares Trading SA shall maintain the Confidential Information in accordance with the provisions of this Clause 12 for the Term of this Agreement; or 12.1.7 where such Confidential Information of Immutep is required to be disclosed in accordance with this Agreement.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that that, for the term of this Agreement and for seven (7) years thereafter, the receiving Party (the “Receiving Party”) shall keep confidential and shall not publish or otherwise disclose or use for any purpose other than as provided for in this Agreement any Know-How or Information related to the Products and other information and materials, patentable or otherwise, in any form (written, oral, photographic, electronic, magnetic, or otherwise) which is disclosed materials furnished to it by the other Party (the “Disclosing Party”) or otherwise received or accessed by a Receiving Party in the course of performing its obligations or exercising its rights under pursuant to this Agreement, including trade secrets, Know-How, inventions or discoveries, proprietary information, formulae, processes, techniques and information relating to a Party’s past, present and future marketing, financial and Development activities any provisions of any product this Agreement or potential product or useful technology the License Agreement that are the subject of an effective order of the Disclosing Party Securities and Exchange Commission granting confidential treatment pursuant to the pricing thereof Securities Exchange Act of 1934, as amended (collectively, “Confidential Information”"CONFIDENTIAL INFORMATION"), except to the extent that it can be established by the Receiving receiving Party that such Confidential Information: (aA) was in the lawful knowledge and possession of the Receiving Party prior already known to the receiving Party at the time it was disclosed to, or learned by, the Receiving Party, or was otherwise developed independently of disclosure 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; (bB) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the Receiving receiving Party; (cC) 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; (dD) was disclosed to the Receiving Party, other than under an obligation of confidentiality, receiving Party 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 the receiving Party without breach of the provisions of this Agreement (and can be verified by the disclosing Party as such).

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that that, for the term of this Agreement and for [ * ] thereafter, the receiving Party (the “Receiving Party”) shall keep confidential and shall not publish or otherwise disclose or use for any purpose other than as provided for permitted in this Agreement any Know-How or Information and other information and materials, patentable or otherwise, in any form (written, oral, photographic, electronic, magnetic, or otherwise) which is disclosed materials furnished to it by the other Party (the “Disclosing Party”) or otherwise received or accessed by a Receiving Party in the course of performing its obligations or exercising its rights under pursuant to this Agreement, including trade secrets, Know-How, inventions or discoveries, proprietary information, formulae, processes, techniques and information relating to a Party’s past, present and future marketing, financial and Development activities ; any provisions of any product or potential product or useful technology this Agreement that are the subject of an effective order of the Disclosing Party Securities Exchange Commission granting confidential treatment pursuant to the Securities Act of 1934, as amended; and any Information developed during the pricing thereof term of, and pursuant to, this Agreement (collectively, “"Confidential Information”"), except to the extent that it can be established by the Receiving receiving Party that such Confidential Information: (a) was in the lawful knowledge and possession of the Receiving Party prior already known to the time it was disclosed to, or learned by, the Receiving receiving Party, or was otherwise developed independently other than under an obligation of confidentiality, at the time of disclosure 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; and (e) was independently developed by the receiving Party without reliance on Confidential Information of the other Party as shown by documentary evidence.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that the receiving Party (the “Receiving Party”) shall keep confidential and shall not publish or otherwise disclose or use for any purpose other than as provided for in this Agreement any Know-How or other confidential and proprietary information and materials, patentable or otherwise, in any form (written, oral, photographic, electronic, magnetic, or otherwise) which is disclosed to it by the other Party (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, including trade secrets, Knowknow-Howhow, inventions or discoveries, proprietary information, formulae, processes, techniques and or information relating to a Party’s past, present and or future marketing, financial and or Development activities of with respect to any product or potential product product, or useful technology of the Disclosing Party and or the pricing thereof (collectively, “Confidential Information”), except to the extent that it can be established by the Receiving Party that such Confidential Information: (a) 6.1.1. was in the lawful knowledge and possession of the Receiving Party prior to the time it was disclosed to, or learned by, the Receiving Party, 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) 6.1.2. was generally available to the public or otherwise part of the public domain at the time of its disclosure to the Receiving Party; (c) 6.1.3. 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) 6.1.4. 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.

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 five (5) years thereafter (provided that there shall not be any such limited term with respect to Confidential Information of the other Party which is a trade secret), each Party receiving Party hereunder any Confidential Information (the “"Receiving Party”") of the other Party pursuant to this Agreement (the "Disclosing Party"), and ProQuest, with respect to ProQuest Patent Rights and ProQuest Know-how that is Confidential Information, shall keep such Confidential Information confidential and shall not publish or otherwise disclose or use such Confidential Information for any purpose other than as provided for in this Agreement any Know-How or other information and materials, patentable or otherwise, in any form (written, oral, photographic, electronic, magnetic, or otherwise) which is disclosed to it by the other Party (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, including trade secrets, Know-How, inventions or discoveries, proprietary information, formulae, processes, techniques and information relating to a Party’s past, present and future marketing, financial and Development activities of any product or potential product or useful technology of the Disclosing Party and the pricing thereof (collectively, “Confidential Information”)purpose, except to the extent that it can be established by the Receiving Party that such Confidential Information: (ai) was in the lawful knowledge and possession of the Receiving Party prior already known to the time it was disclosed to, or learned by, the Receiving Party, or was otherwise developed independently other than under an obligation of confidentiality, at the time of disclosure by the Disclosing Party and such Receiving Party, as evidenced by written records kept in the ordinary course of business, or other Party has documentary proof of actual use by the Receiving Partyevidence to that effect; (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 or development, as the case may be, other than through any act or omission of a breach by the Receiving Party in breach of this Agreement; orSection 7.1; (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 (v) was independently discovered or developed by the Receiving Party without reference to any information or material disclosed hereunder, and this is provable by documentary evidence.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that the receiving Party (the “Receiving Party”) shall keep confidential and shall not publish or otherwise disclose or use for any purpose other than as provided for in this Agreement any Know-How information or other confidential and proprietary information and materials, patentable or otherwise, in any form (written, oral, photographic, electronic, magnetic, or otherwise) which is disclosed under this Agreement or was disclosed under the License Agreement to it by the other Party (the “Disclosing Party”) or otherwise received or accessed by a Receiving Party in the course of performing its obligations or exercising its rights under the License Agreement or this Agreement, including but not limited to trade secrets, Knowknow-Howhow, inventions or discoveries, proprietary information, formulae, processes, techniques and information relating to a Party’s past, present and future marketing, financial financial, and Development research and development activities of any product or potential product or useful technology of the Disclosing Party and the pricing thereof (collectively, “Confidential Information”), except to the extent that it can be established by the Receiving Party that such Confidential Information: : (a) was in the lawful knowledge and possession of the Receiving Party prior to the time it was disclosed to, or learned by, the Receiving Party, or was otherwise developed independently by the Receiving Party, as evidenced by contemporaneous 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; Party hereunder; (c) became generally available to the public or 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 or the License Agreement; or 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. All information disclosed under that certain Mutual Confidentiality/Non-Disclosure Agreement between the Parties dated as of May 24, 2013, as amended December 11, 2014, shall be deemed to be Confidential Information hereunder.