Common use of Confidentiality; Exceptions Clause in Contracts

Confidentiality; Exceptions. The Parties agree that, for the Term and for *** thereafter (other than for trade secrets, for which the confidentiality obligations set forth herein shall last as long as trade secret law shall allow), all non-public, proprietary or "confidential" disclosures, know-how, data, and technical, financial and other information of any nature whatsoever (collectively, "CONFIDENTIAL Information"), disclosed or submitted, either orally or in writing (including, without limitation, by electronic means) or through observation, by one Party (the "DISCLOSING PARTY") to the other Party (the "RECEIVING PARTY") hereunder, including, without limitation, the terms of this Agreement, shall be received and maintained by the Receiving Party in strict confidence, shall not be used for any purpose other than the purposes expressly contemplated by this Agreement, and shall not be disclosed to any Third Party (including, without limitation, in connection with any publications, presentations or other disclosures). Notwithstanding the foregoing, (a) Santarus may disclose on a need-to-know basis the existence of this Agreement and the terms hereof to any bona fide potential acquirers, *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. corporate partners, investors or financial advisors; (b) Patheon may disclose on a need-to-know basis the existence of this Agreement and the terms hereof to its financial advisors; and (c) Patheon may disclose the fact that Santarus is a client of Patheon but shall not disclose any other information relating to any product for which Patheon provides services to Santarus. The Receiving Party will promptly notify the Disclosing Party upon discovery of any unauthorized use or disclosure of the Disclosing Party's Confidential Information. Confidential Information belongs to and shall remain the property of the Disclosing Party.

Confidentiality; Exceptions. The Parties agree Except as otherwise provided in this Agreement, Consultant agrees that, for during the Term and for *** thereafter (other than for trade secrets, for which the confidentiality obligations set forth herein shall last as long as trade secret law shall allow)INTERCEPT is under an obligation to keep the information confidential due to its own contractual requirements with Third Parties, but in any case no less than five (5) years thereafter, all non-public, proprietary or "confidential" invention disclosures, knowKnow-howHow, data, and technical, financial financial, promotional, commercial and other information of any nature whatsoever (collectively, "CONFIDENTIAL “Confidential Information"”), disclosed or submitted, either orally or in writing (including, without limitation, limitation by electronic means) or through observation, by one Party INTERCEPT to Consultant (the "DISCLOSING PARTY"“Receiving Party”) to the other Party (the "RECEIVING PARTY") hereunder, including, without limitation, the terms of this Agreement, hereunder shall be received and maintained by the Receiving Party in strict confidence, shall not be used for any purpose or disclosed to any Third Party other than the purposes expressly contemplated permitted by this Agreement, and shall not be disclosed to any Third Party (including, without limitation, limitation in connection with any publications, presentations or other disclosures). Notwithstanding the foregoing, (a) Santarus may disclose on a need-to-know basis the existence Receiving Party may, subject to the provisions of this Agreement Agreement, disclose the Confidential Information to those of its Affiliates’ directors, officers, employees, agents and consultants, contractors that have a need to know such Confidential Information to achieve the terms hereof to any bona fide potential acquirers, *** Portions purposes of this page have been omitted pursuant Agreement; provided, however, that such Party shall ensure that its Affiliates’ or sublicensees’ directors, officers, employees, agents, consultants, or contractors to a request for Confidential Treatment whom disclosure is to be made are bound by, and filed separately with take reasonable efforts to ensure compliance with, the Commissionconfidentiality and use provisions at least as restrictive as those contained in this Article 4 hereof. corporate partners, investors or financial advisors; (b) Patheon may disclose on a need-to-know basis the existence of this Agreement and the terms hereof to its financial advisors; and (c) Patheon may disclose the fact that Santarus is a client of Patheon but shall not disclose any other information relating to any product for which Patheon provides services to Santarus. The Receiving Party Consultant will promptly notify the Disclosing Party INTERCEPT upon discovery of any unauthorized use or disclosure of the Disclosing Party's Confidential Information. Confidential Information belongs to and shall remain the property of the Disclosing PartyINTERCEPT.

Confidentiality; Exceptions. The Parties agree thatNotwithstanding the provisions of this Section 16, for the Term and for *** thereafter (other than for trade secrets, for which the confidentiality obligations set forth herein hereunder shall last not apply to (i) information that is known to the public or is generally known within the industry or business, (ii) information that was legally acquired by Licensors or Licensee, as long as trade secret law shall allow)the case may be, all nonfrom a third-publicparty in good faith, proprietary or "confidential" disclosures, knowprovided that such disclosure by the third-how, data, and technical, financial and other information party was not in breach of any nature whatsoever agreement between such third-party and Licensors or Licensee, as the case may be, (collectivelyiii) information that was required to be disclosed pursuant to law or order of a court having jurisdiction (provided that the party required so to disclose such Confidential Information shall offer the party owning such Confidential Information the opportunity to obtain an appropriate protective order or administrative relief against disclosure of such Confidential Information, "CONFIDENTIAL Information")when appropriate, disclosed or submitted, either orally or provided that in writing (including, without limitation, by electronic meansthe case of Licensee any disclosure pursuant to SEC requirements shall not require the prior notification of Licensor) or through observation, by one Party (the "DISCLOSING PARTY") and relating to the other Party (the "RECEIVING PARTY") hereunder, including, without limitation, the terms enforcement of this Agreement, shall but only to the extent of any such required disclosure, and (iv) information that Licensee needs to disclose to existing and potential investors, subject to any such existing and potential investors agreeing to be received and maintained bound by the Receiving Party in strict confidenceconfidentiality obligations hereunder. [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, shall not be used for any purpose other than the purposes expressly contemplated by this Agreement, and shall not be disclosed to any Third Party (including, without limitation, in connection with any publications, presentations or other disclosures). Notwithstanding the foregoing, (a) Santarus may disclose on a need-to-know basis the existence of this Agreement and the terms hereof to any bona fide potential acquirers, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH ASTERISKS [*** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. corporate partners**], investors or financial advisors; (b) Patheon may disclose on a need-to-know basis the existence of this Agreement and the terms hereof to its financial advisors; and (c) Patheon may disclose the fact that Santarus is a client of Patheon but shall not disclose any other information relating to any product for which Patheon provides services to Santarus. The Receiving Party will promptly notify the Disclosing Party upon discovery of any unauthorized use or disclosure of the Disclosing Party's Confidential Information. Confidential Information belongs to and shall remain the property of the Disclosing PartyHAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]

Confidentiality; Exceptions. The Parties agree that, for the Term and for *** ten (10) years thereafter (other than for trade secrets, for which the confidentiality obligations set forth herein shall last as long as trade secret law shall allow), all non-public, proprietary or "“confidential" ” disclosures, know-how, data, and technical, financial and other information of any nature whatsoever (collectively, "CONFIDENTIAL “Confidential Information"”), disclosed or submitted, either orally or in writing (including, without limitation, by electronic means) or through observation, by one Party (the "DISCLOSING PARTY"“Disclosing Party”) to the other Party (the "RECEIVING PARTY"“Receiving Party”) hereunder, including, without limitation, the terms of this Agreement, shall be received and maintained by the Receiving Party in strict confidence, shall not be used for any purpose other than the purposes expressly contemplated by this Agreement, and shall not be disclosed to any Third Party (including, without limitation, in connection with any publications, presentations or other disclosures). Notwithstanding the foregoing, (a) Santarus may disclose on a need-to-know basis the existence of this Agreement and the terms hereof to any bona fide potential acquirers, *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. corporate partners, investors or financial advisors; (b) Patheon may disclose on a need-to-know basis the existence of this Agreement and the terms hereof to its financial advisors; and (c) Patheon may disclose the fact that Santarus is a client of Patheon but shall not disclose any other information relating to any product for which Patheon provides services to Santarus. The Receiving Party will promptly notify the Disclosing Party upon discovery of any unauthorized use or disclosure of the Disclosing Party's ’s Confidential Information. Confidential Information belongs to and shall remain the property of the Disclosing Party.

Confidentiality; Exceptions. The Except as otherwise provided in this Agreement, the Parties agree that, for during the Term term of this Agreement and for *** thereafter five (other than for trade secrets, for which the confidentiality obligations set forth herein shall last as long as trade secret law shall allow)5) years thereafter, all non-public, proprietary or "confidential" marked invention disclosures, know-how, data, and technical, financial and other information of any nature whatsoever (collectively, "CONFIDENTIAL Confidential Information"), disclosed or submitted, either orally or in writing (including, without limitation, limitation by electronic means) or through observation, by one Party (the "DISCLOSING PARTYDisclosing Party") to the other Party (the "RECEIVING PARTYReceiving Party") hereunder, including, without limitation, the terms of this Agreement, hereunder shall be received and maintained by the Receiving Party in strict confidence, shall not be used for any purpose other than the purposes expressly contemplated permitted by this Agreement, and shall not be disclosed to any Third Party (including, without limitation, limitation in connection with any publications, presentations or other disclosures). Notwithstanding the foregoing, (a) Santarus may disclose on a need-to-know basis the existence Receiving Party may, subject to the provisions of this Agreement Agreement, disclose the Disclosing Party's Confidential Information to those of its and its Affiliates' and its Sublicensees' directors, officers, employees, agents, consultants, clinical investigators and Subcontractors that have a need to know such Confidential Information to achieve the terms hereof to any bona fide potential acquirers, *** Portions purposes of this page have been omitted pursuant Agreement; provided, however, that such Party shall ensure that it and its Affiliates', Sublicensees' directors, officers, employees, agents, consultants, clinical investigators or Contract Manufacturers to a request for Confidential Treatment whom disclosure is to be made are bound by, and filed separately with take reasonable efforts to ensure compliance with, the Commissionconfidentiality terms hereof. corporate partners, investors or financial advisors; (b) Patheon may disclose on a need-to-know basis the existence of this Agreement and the terms hereof to its financial advisors; and (c) Patheon may disclose the fact that Santarus is a client of Patheon but shall not disclose any other information relating to any product for which Patheon provides services to Santarus. The Receiving Each Party will promptly notify the Disclosing Party other upon discovery of any unauthorized use or disclosure of the Disclosing Party's Confidential Information. Confidential Information belongs to and shall remain the property of the Disclosing Party.. The provisions of this Article 11 shall not apply to any information that can be shown by the Receiving Party:

Confidentiality; Exceptions. The Except as otherwise provided in this Agreement, the Parties agree that, for the Term term of this Agreement and for [*** thereafter (other than for trade secrets, for which the confidentiality obligations set forth herein shall last as long as trade secret law shall allow)*] thereafter, all non-public, proprietary proprietary, or "confidential" confidential"-marked invention disclosures, Inventions, know-how, data, and technical, financial and other information of any nature whatsoever (collectivelywhatsoever, "CONFIDENTIAL Information"), disclosed or submitted, either orally or in writing (including, without limitation, by electronic means) all discussions and information exchanged or disclosed, in writing or through observation, by one Party (the "DISCLOSING PARTY") to the other Party (the "RECEIVING PARTY") hereunderhereunder (collectively, including, without limitation, the terms of this Agreement, "CONFIDENTIAL INFORMATION") shall be received and maintained by the Receiving Party in strict confidence, shall not be used by the Receiving Party for any purpose other than the purposes expressly contemplated permitted by this Agreement or for the purpose of exercising the Receiving Party's rights and obligations under this Agreement, and shall not be disclosed to any Third Party (including, without limitation, in connection with any publications, presentations or other disclosures). Notwithstanding the foregoing, (a) Santarus may disclose on a need-to-know basis the existence Receiving Party may, subject to the provisions of this Agreement Agreement, disclose the Disclosing Party's Confidential Information to those of its and its Affiliates' or Sublicensees' directors, officers, employees, agents, consultants and clinical investigators that have a need to know such Confidential Information to achieve the terms hereof to any bona fide potential acquirers, *** Portions purposes of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. corporate partnersAgreement, investors or financial advisors; (b) Patheon may disclose on a need-to-know basis the existence of this Agreement and the terms hereof to its financial advisors; and (c) Patheon may disclose the fact provided that Santarus is a client of Patheon but shall not disclose any other information relating to any product for which Patheon provides services to Santarus. The such Receiving Party will shall ensure that its and its Affiliates' or Sublicensees' directors, officers, employees, agents, consultants or clinical investigators to whom disclosure is to be made are bound by the obligations of confidentiality and non-disclosure and non-use no less stringent than those set forth herein. Each Party shall promptly notify the Disclosing other Party in writing upon discovery of any unauthorized use or disclosure of the Disclosing Party's Confidential Information, and shall describe the facts and circumstances of such use or disclosure. Except to the extent expressly provided for in this Agreement, Confidential Information belongs to and shall remain the property of the Disclosing Party.. The provisions of this Article 7 shall not apply to any information which can be shown by contemporaneous written documentation by the Receiving Party:

Confidentiality; Exceptions. The Except to the extent otherwise expressly provided in this Agreement, the Clinical Supply Agreement, or the Commercial Supply Agreement (if any), the Parties agree that, for the Term term of this Agreement and for [*** thereafter (other than for trade secrets, for which the confidentiality obligations set forth herein shall last as long as trade secret law shall allow)] years thereafter, all non-public, public or proprietary or "confidential" disclosures, know-know how, data, and technical, financial and other information of any nature whatsoever whatsoever, including, without limitation “confidential”-marked invention disclosures and discussions about nonpublic or proprietary matters between or among the Parties (collectively“Confidential Information”), "CONFIDENTIAL Information")in all such cases which are exchanged, disclosed or submitted, either orally or in writing (including, without limitation, limitation by electronic means) or through observation, by one Party (the "DISCLOSING PARTY"“Disclosing Party”) to the other another Party (the "RECEIVING PARTY"“Receiving Party”) hereunder, including, without limitation, the terms of this Agreement, hereunder shall be received and maintained by the Receiving Party in strict confidence, shall not be used for any purpose other than for the purposes expressly contemplated by this Agreementof exercising such Receiving Party’s rights or performing such Receiving Party’s obligations hereunder, and shall not be disclosed to any Third Party (including, without limitation, limitation in connection with any publications, presentations or other disclosures). Notwithstanding the foregoing, (a) Santarus may disclose on a need-to-know basis the existence Receiving Party may, subject to the other provisions of this Agreement and the terms hereof Clinical Supply Agreement, disclose the Disclosing Party’s Confidential Information to any bona fide those of its, and its Affiliates’, Outside Contractors’ or its sublicensees’ (or potential acquirerssublicensees’), *** Portions of this page directors, officers, employees, agents, consultants, representatives and clinical investigators that have been omitted pursuant a need to a request for know such Confidential Treatment and filed separately with Information to achieve the Commission. corporate partners, investors or financial advisors; (b) Patheon may disclose on a need-to-know basis the existence purposes of this Agreement and the Clinical Supply Agreement (the “Other Receiving Parties”); provided, however, that such Receiving Party shall ensure that the Other Receiving Parties to whom disclosure is to be made are bound by, and take reasonable efforts to ensure compliance with, the confidentiality, and prohibition of use, terms hereof to its financial advisors; and (c) Patheon may disclose the fact that Santarus is a client of Patheon but shall not disclose any other information relating to any product for which Patheon provides services to Santarushereof. The Each Receiving Party will promptly notify the Disclosing Party upon discovery of any unauthorized use or disclosure of any Confidential Information of the Disclosing Party's Confidential Information. Confidential Information belongs to and shall remain the property of the Disclosing Party.. The provisions of this Article 8 shall not apply to any information which can be shown by the Receiving Party:

Confidentiality; Exceptions. The Except as otherwise provided in this Agreement, the Parties agree that, for during the Term term of this Agreement and for *** thereafter five (other than for trade secrets, for which the confidentiality obligations set forth herein shall last as long as trade secret law shall allow)5) years thereafter, all non-public, proprietary or "confidential" marked invention disclosures, know-how, data, and technical, financial and other information of any nature whatsoever (collectively, "CONFIDENTIAL Confidential Information"), disclosed or submitted, either orally or in writing (including, without limitation, limitation by electronic means) or through observation, by one Party (the "DISCLOSING PARTYDisclosing Party") to the other Party (the "RECEIVING PARTYReceiving Party") hereunder, including, without limitation, the terms of this Agreement, hereunder shall be received and maintained by the Receiving Party in strict confidence, shall not be used for any purpose other than the purposes expressly contemplated permitted by this Agreement, and shall not be disclosed to any Third Party (including, without limitation, limitation in connection with any publications, presentations or other disclosures). Notwithstanding the foregoing, (a) Santarus may disclose on a need-to-know basis the existence Receiving Party may, subject to the provisions of this Agreement Agreement, disclose the Disclosing Party's Confidential Information to those of its and its Affiliates' and its Sublicensees' directors, officers, employees, agents, consultants, clinical investigators and Contract Manufacturers that have a need to know such Confidential Information to achieve the terms hereof to any bona fide potential acquirers, *** Portions purposes of this page have been omitted pursuant Agreement; provided, however, that such Party shall ensure that it and its Affiliates' and Sublicensees' directors, officers, employees, agents, consultants, clinical investigators or Contract Manufacturers to a request for Confidential Treatment whom disclosure is to be made are bound by, and filed separately with take reasonable efforts to ensure compliance with, the Commissionconfidentiality terms hereof. corporate partners, investors or financial advisors; (b) Patheon may disclose on a need-to-know basis the existence of this Agreement and the terms hereof to its financial advisors; and (c) Patheon may disclose the fact that Santarus is a client of Patheon but shall not disclose any other information relating to any product for which Patheon provides services to Santarus. The Receiving Each Party will promptly notify the Disclosing Party other upon discovery of any unauthorized use or disclosure of the Disclosing Party's Confidential Information. Confidential Information belongs to and shall remain the property of the Disclosing Party.. The provisions of this Article 11 shall not apply to any information that can be shown by the Receiving Party:

Confidentiality; Exceptions. The Except as otherwise provided in this Agreement, the Parties agree that, for during the Term and for *** thereafter seven (other than for trade secrets, for which the confidentiality obligations set forth herein shall last as long as trade secret law shall allow)7) years thereafter, all non-public, proprietary or "confidential" invention disclosures, know-how, data, and technical, financial financial, promotional, commercial and other information of any nature whatsoever (collectively, "CONFIDENTIAL “Confidential Information"”), disclosed or submitted, either orally or in writing (including, without limitation, limitation by electronic means) or through observation, by one Party (the "DISCLOSING PARTY"“Disclosing Party”) to the other Party (the "RECEIVING PARTY"“Receiving Party”) hereunder, including, without limitation, the terms of this Agreement, hereunder shall be received and maintained by the Receiving Party in strict confidence, shall not be used for any purpose or disclosed to any Third Party other than the purposes expressly contemplated permitted by this Agreement, and shall not be disclosed to any Third Party (including, without limitation, limitation in connection with any publications, presentations or other disclosures). Notwithstanding the foregoing, (a) Santarus may disclose on a need-to-know basis the existence Receiving Party may, subject to the provisions of this Agreement Agreement, disclose the Disclosing Party’s Confidential Information to those of its and its Affiliates’ or its sublicensees’ directors, officers, employees, agents, consultants, contractors and clinical investigators that have a need to know such Confidential Information to achieve the terms hereof to any bona fide potential acquirers, *** Portions purposes of this page have been omitted pursuant Agreement; provided, however, that such Party shall ensure that its and its Affiliates’ or sublicensees’ directors, officers, employees, agents, consultants, contractors or clinical investigators to a request for Confidential Treatment whom disclosure is to be made are bound by, and filed separately with take reasonable efforts to ensure compliance with, the Commissionconfidentiality and use provisions at least as restrictive as those contained in this Article 6 hereof. corporate partners, investors or financial advisors; (b) Patheon may disclose on a need-to-know basis the existence of this Agreement and the terms hereof to its financial advisors; and (c) Patheon may disclose the fact that Santarus is a client of Patheon but shall not disclose any other information relating to any product for which Patheon provides services to Santarus. The Receiving Each Party will promptly notify the Disclosing Party other upon discovery of any unauthorized use or disclosure of the Disclosing Party's ’s Confidential Information. Confidential Information belongs to and shall remain the property of the Disclosing Party. Portions of this Exhibit, indicated by the mxxx “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. page 38 of 58 110717/BCN/GG The provisions of this Article 6 shall not apply to any information that can be shown by the Receiving Party: To have been known to or in the possession of the Receiving Party and at its free disposal prior to the date of its actual receipt from the Disclosing Party; To be or to have become readily available to the public other than through any act or omission of the Receiving Party in breach of this Agreement or any other agreement between the Parties; To have been disclosed to the Receiving Party, other than under an obligation of confidentiality, by a Third Party which had no obligation to the Disclosing Party not to disclose such information to others; or To have been subsequently independently developed by the Receiving Party without use of the Confidential Information as demonstrated by competent written records. For this article 6 only, INTERCEPT Know-How shall be deemed to be Confidential Information pertaining to both Parties, with both Parties being obliged to keep it confidential.

Confidentiality; Exceptions. The Except as otherwise provided in this Agreement, the Parties agree that, for during the Term and for *** thereafter seven (other than for trade secrets, for which the confidentiality obligations set forth herein shall last as long as trade secret law shall allow)7) years thereafter, all non-public, proprietary or "confidential" invention disclosures, know-how, data, and technical, financial financial, promotional, commercial and other information of any nature whatsoever (collectively, "CONFIDENTIAL “Confidential Information"”), disclosed or submitted, either orally or in writing (including, without limitation, limitation by electronic means) or through observation, by one Party (the "DISCLOSING PARTY"“Disclosing Party”) to the other Party (the "RECEIVING PARTY"“Receiving Party”) hereunder, including, without limitation, the terms of this Agreement, hereunder shall be received and maintained by the Receiving Party in strict confidence, shall not be used for any purpose or disclosed to any Third Party other than the purposes expressly contemplated permitted by this Agreement, and shall not be disclosed to any Third Party (including, without limitation, limitation in connection with any publications, presentations or other disclosures). Notwithstanding the foregoing, (a) Santarus may disclose on a need-to-know basis the existence Receiving Party may, subject to the provisions of this Agreement Agreement, disclose the Disclosing Party’s Confidential Information to those of its and its Affiliates’ or its sublicensees’ directors, officers, employees, agents, consultants, contractors and clinical investigators that have a need to know such Confidential Information to achieve the terms hereof to any bona fide potential acquirers, *** Portions purposes of this page have been omitted pursuant Agreement; provided, however, that such Party shall ensure that its and its Affiliates’ or sublicensees’ directors, officers, employees, agents, consultants, contractors or clinical investigators to a request for Confidential Treatment whom disclosure is to be made are bound by, and filed separately with take reasonable efforts to ensure compliance with, the Commissionconfidentiality and use provisions at least as restrictive as those contained in this Article 6 hereof. corporate partners, investors or financial advisors; (b) Patheon may disclose on a need-to-know basis the existence of this Agreement and the terms hereof to its financial advisors; and (c) Patheon may disclose the fact that Santarus is a client of Patheon but shall not disclose any other information relating to any product for which Patheon provides services to Santarus. The Receiving Each Party will promptly notify the Disclosing Party other upon discovery of any unauthorized use or disclosure of the Disclosing Party's ’s Confidential Information. Confidential Information belongs to and shall remain the property of the Disclosing Party. page 37 of 67 Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. The provisions of this Article 6 shall not apply to any information that can be shown by the Receiving Party: To have been known to or in the possession of the Receiving Party and at its free disposal prior to the date of its actual receipt from the Disclosing Party; To be or to have become readily available to the public other than through any act or omission of the Receiving Party in breach of this Agreement or any other agreement between the Parties; To have been disclosed to the Receiving Party, other than under an obligation of confidentiality, by a Third Party which had no obligation to the Disclosing Party not to disclose such information to others; or To have been subsequently independently developed by the Receiving Party without use of the Confidential Information as demonstrated by competent written records. For this article 6 only, INTERCEPT Know-How shall be deemed to be Confidential Information pertaining to both Parties, with both Parties being obliged to keep it confidential.

Confidentiality; Exceptions. The Parties agree that, for the Term and for *** thereafter (other than for trade secrets, for which the confidentiality obligations set forth herein shall last as long as trade secret law shall allow), With respect to all non-public, proprietary Information or "confidential" disclosures, know-how, data, and technical, financial and other information of any nature whatsoever (collectively, "CONFIDENTIAL Information"), disclosed or submitted, either orally or in writing (including, without limitation, by electronic means) or through observation, furnished by one Party Party, or its Affiliates, (the "DISCLOSING PARTY"“Disclosing Party”) to the other Party, or its Affiliates, pursuant to the Nondisclosure Agreement and/or this Agreement (collectively, “Confidential Information”), the Party receiving such Confidential Information (the "RECEIVING PARTY"“Receiving Party”) hereundershall maintain the confidential and proprietary status of such Confidential Information, includingkeep such Confidential Information and each part thereof within its possession or under its control, without limitationuse all reasonable efforts to prevent the disclosure of any Confidential Information to any other person (except to its Affiliates, the terms of this Agreementemployees, shall be received agents and maintained by the Receiving Party in strict confidence, shall not be used contractors who have a need to know solely for any purpose other than the purposes expressly contemplated by this Agreement, and shall not be disclosed to any Third Party (including, without limitation, in connection with any publications, presentations or other disclosures). Notwithstanding the foregoing, (a) Santarus may disclose on a need-to-know basis the existence of this Agreement and the terms hereof who are bound by like obligations as to any bona fide potential acquirersconfidentiality as those set forth in this Agreement), **and use [ * Portions of ] Certain information in this page have document has been omitted pursuant to a request for Confidential Treatment and filed separately with the Securities and Exchange Commission. corporate partnersConfidential treatment has been requested with respect to the omitted portions. all reasonable efforts to ensure that such Confidential Information is used only for those purposes specifically authorized by this Agreement. Except to the extent expressly permitted herein, investors neither Party shall use the other Party’s Confidential Information to apply for or financial advisors; (b) Patheon may secure intellectual property rights including patents. For clarity, EIFFEL agrees that it will not disclose on a need-to-know basis the existence any Confidential Information to any Affiliate or other development partner of EIFFEL except as required for EIFFEL to meet its obligations under this Agreement and the terms hereof to its financial advisors; and (c) Patheon may disclose the fact MAP agrees that Santarus is a client of Patheon but shall it will not disclose any other information relating Confidential Information to any product Affiliate or other development partner of MAP except as required for which Patheon provides services MAP to Santarusmeet its obligations under this Agreement. The Receiving Party will promptly notify Furthermore, EIFFEL agrees that no Affiliate of EIFFEL shall use the Disclosing Party upon discovery of any unauthorized use or disclosure of the Disclosing Party's Confidential Information. Confidential Information belongs of MAP disclosed to and shall remain it for the property purposes of developing Products containing the Disclosing PartyCompounds for use in the Field.

Confidentiality; Exceptions. The Except as otherwise provided in this Agreement, the Parties agree that, for during the Term term of this Agreement and for *** thereafter five (other than for trade secrets, for which the confidentiality obligations set forth herein shall last as long as trade secret law shall allow)5) years thereafter, all non-public, proprietary or "confidential" marked invention disclosures, know-how, data, and technical, financial and other information of any nature whatsoever (collectively, "CONFIDENTIAL Confidential Information"), disclosed or submitted, either orally or in writing (including, without limitation, limitation by electronic means) or through observation, by one Party (the "DISCLOSING PARTYDisclosing Party") to the other Party (the "RECEIVING PARTYReceiving Party") hereunder, including, without limitation, the terms of this Agreement, hereunder shall be received and maintained by the Receiving Party in strict confidence, shall not be used for any purpose other than the purposes expressly contemplated permitted by this Agreement, and shall not be disclosed to any Third Party (including, without limitation, limitation in connection with any publications, presentations or other disclosures). Notwithstanding the foregoing, (a) Santarus may disclose on a need-to-know basis the existence Receiving Party may, subject to the provisions of this Agreement Agreement, disclose the Disclosing Party's Confidential Information to those of its and its Affiliates' and its Sublicensees' directors, officers, employees, agents, consultants, clinical investigators and Subcontractors that have a need to know such Confidential Information to achieve the terms hereof to any bona fide potential acquirers, *** Portions purposes of this page have been omitted pursuant Agreement; provided, however, that such Party shall ensure that it and its Affiliates', Sublicensees' directors, officers, employees, agents, consultants, clinical investigators or Contract Manufacturers to a request for Confidential Treatment whom disclosure is to be made are bound by, and filed separately with take reasonable efforts to ensure compliance with, the Commissionconfidentiality terms hereof. corporate partners, investors or financial advisors; (b) Patheon may disclose on a need-to-know basis the existence of this Agreement and the terms hereof to its financial advisors; and (c) Patheon may disclose the fact that Santarus is a client of Patheon but shall not disclose any other information relating to any product for which Patheon provides services to Santarus. The Receiving Each Party will promptly notify the Disclosing Party other upon discovery of any unauthorized use or disclosure of the Disclosing Party's Confidential Information. Confidential Information belongs to and shall remain the property of the Disclosing Party.of

Confidentiality; Exceptions. The Parties acknowledge that discussions between ANIKA and ARTES will necessarily require the exchange of information (including detailed financial and Product information) that is considered confidential and proprietary by the disclosing Party. The Parties agree that, for themselves and their Affiliates that any information relating to the Term business of the disclosing Party which such Party discloses to the other Party pursuant to this Agreement shall be considered “Confidential Information” and for *** thereafter (other than for trade secrets, for which the confidentiality obligations set forth herein shall last as long as trade secret law shall allow), all non-public, proprietary or "confidential" disclosures, know-how, data, and technical, financial and other information of any nature whatsoever (collectively, "CONFIDENTIAL Information"), disclosed or submitted, either orally or in writing (includinginclude, without limitation, by electronic means(i) or through observationthe Specifications; (ii) earnings, by one Party costs, and other financial information; (the "DISCLOSING PARTY"iii) drawings, formulations, samples, technical data, photographs, manufacturing methods, testing procedures; (iv) marketing, sales and customer information relating to the disclosing Party’s business; (v) all clinical studies and data developed by either Party in connection with this Agreement; and (vi) all other Party (Information related to the "RECEIVING PARTY") hereunder, including, without limitationProduct. Except to the extent authorized by this Agreement or otherwise agreed in writing, the terms Parties agree that from the Effective Date, subject to and except as permitted by Section 7.4 of this Agreement, each Party shall be received keep confidential (and maintained by shall cause the Receiving directors, officers, employees and agents of such Party in strict confidence, or its Affiliates and sublicensees to keep confidential) and shall not be used publish or otherwise disclose or use for any purpose, other than as provided for in this Agreement, the Confidential Information, except to the extent the receiving Party’s (and their Affiliates and sublicensees) employees and/or agents (including consultants) need to know such Confidential Information in order to discharge such Party’s obligations and exercise its rights hereunder or thereunder. For avoidance of doubt: in the event any Party uses such Confidential Information for any purpose other than the purposes expressly contemplated by as provided for in this Agreement such use shall constitute a breach of this Agreement, and shall not be disclosed to any Third Party (including, without limitation, in connection with any publications, presentations or other disclosures)as the case may be. Notwithstanding the foregoing, (a) Santarus may disclose on a need-to-know basis the existence of this Agreement and the terms hereof to any bona fide potential acquirers, *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. corporate partners, investors or financial advisors; (b) Patheon may disclose on a need-to-know basis the existence of this Agreement and the terms hereof to its financial advisors; and (c) Patheon may disclose the fact that Santarus is a client of Patheon but shall not disclose any other information relating to any product for which Patheon provides services to Santarus. The Receiving Each Party will promptly notify protect the Disclosing Party upon discovery of any other Party’s Confidential Information from unauthorized use use, access or disclosure of in the Disclosing Party's same manner that it protects it own similar Confidential Information. Confidential Information belongs to and shall remain the property of the Disclosing Party.not include information which:

Confidentiality; Exceptions. The Parties agree thatNotwithstanding the provisions of this Section 7, for the Term and for *** thereafter (other than for trade secrets, for which the confidentiality obligations set forth herein hereunder shall last not apply to (i) information that is known to the public or is generally known within the industry or business, (ii) information that was required to be disclosed pursuant to law or order of a court having jurisdiction (provided that the party required so to disclose such Confidential Information shall offer the party owning such Confidential Information the opportunity to obtain an appropriate protective order or administrative relief against disclosure of such Confidential Information) but only to the extent of any such required disclosure, (iii) information that was legally acquired by Licensor or Licensee, as long the case may be, from a third-party in good faith, provided that such disclosure by the third-party was not in breach of any agreement between such third-party and Licensor or Licensee, as trade secret law shall allow), all non-public, proprietary or "confidential" disclosures, know-how, datathe case may be, and technical(iv) information that Licensor or Licensee needs to disclose to existing and potential investors, financial subject to any such existing and other information of any nature whatsoever (collectively, "CONFIDENTIAL Information"), disclosed or submitted, either orally or in writing (including, without limitation, by electronic means) or through observation, by one Party (the "DISCLOSING PARTY") potential investors agreeing to the other Party (the "RECEIVING PARTY") hereunder, including, without limitation, the terms of this Agreement, shall be received and maintained bound by the Receiving Party in strict confidenceconfidentiality obligations hereunder. [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, shall not be used for any purpose other than the purposes expressly contemplated by this Agreement, and shall not be disclosed to any Third Party (including, without limitation, in connection with any publications, presentations or other disclosures). Notwithstanding the foregoing, (a) Santarus may disclose on a need-to-know basis the existence of this Agreement and the terms hereof to any bona fide potential acquirers, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH ASTERISKS [*** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. corporate partners**], investors or financial advisors; (b) Patheon may disclose on a need-to-know basis the existence of this Agreement and the terms hereof to its financial advisors; and (c) Patheon may disclose the fact that Santarus is a client of Patheon but shall not disclose any other information relating to any product for which Patheon provides services to Santarus. The Receiving Party will promptly notify the Disclosing Party upon discovery of any unauthorized use or disclosure of the Disclosing Party's Confidential Information. Confidential Information belongs to and shall remain the property of the Disclosing PartyHAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]

Confidentiality; Exceptions. The Except as otherwise provided in this Agreement, the Parties agree that, for during the Term and for [*** thereafter (other than for trade secrets, for which the confidentiality obligations set forth herein shall last as long as trade secret law shall allow)*] thereafter, all non-public, proprietary or "confidential" marked invention disclosures, know-how, data, clinical and non-clinical and technical, financial financial, promotional, commercial and other information of any nature whatsoever whatsoever, *** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. including, without limitation all discussions and information exchanged between the Parties pursuant to a certain confidentiality agreement entered into by the Parties dated as of [***] (collectively, "CONFIDENTIAL Confidential Information"), disclosed or submitted, either orally or in writing (including, without limitation, limitation by electronic means) or through observation, by one Party (the "DISCLOSING PARTYDisclosing Party") to the other Party (the "RECEIVING PARTYReceiving Party") hereunder, including, without limitation, the terms of this Agreement, hereunder shall be received and maintained by the Receiving Party in strict confidence, shall not be used for any purpose other than the purposes expressly contemplated permitted by this Agreement, and shall not be disclosed to any Third Party (including, including without limitation, limitation in connection with any publications, presentations or other disclosures). Notwithstanding the foregoing, (a) Santarus may disclose on a need-to-know basis the existence of this Agreement and the terms hereof to any bona fide potential acquirers, *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. corporate partners, investors or financial advisors; (b) Patheon may disclose on a need-to-know basis the existence of this Agreement and the terms hereof to its financial advisors; and (c) Patheon may disclose the fact that Santarus is a client of Patheon but shall not disclose any other information relating to any product for which Patheon provides services to Santarus. The Receiving Each Party will promptly notify the Disclosing Party other upon discovery of any unauthorized use or disclosure of the Disclosing Party's Confidential Information. Confidential Information belongs to and shall remain the property of the Disclosing Party.. The provisions of this ARTICLE 8 shall not apply to any information that can be shown by the Receiving Party:

Confidentiality; Exceptions. The Except as otherwise provided in the Transaction Documents, the Parties agree that, for the Term term of this Agreement and for *** thereafter ten (other than for trade secrets, for which the confidentiality obligations set forth herein shall last as long as trade secret law shall allow)10) years thereafter, all non-public, proprietary or "confidential" marked invention disclosures, know-how, data, and technical, financial and other information of any nature whatsoever whatsoever, including without limitation all discussions and information exchanged between the Parties pursuant to a certain nondisclosure agreement entered into by the Parties dated September 2, 1997 (collectively, "CONFIDENTIAL Confidential Information"), disclosed or submitted, either orally or in writing (including, including without limitation, limitation by electronic means) or through observation, by one Party (the "DISCLOSING PARTYDisclosing Party") to the other Party (the "RECEIVING PARTYReceiving Party") hereunder, including, without limitation, the terms of this Agreement, hereunder shall be received and maintained by the Receiving Party in strict confidence, shall not be used for any purpose other than the purposes expressly contemplated permitted by this Agreementthe Transaction Documents, and shall not be disclosed to any Third Party (including, including without limitation, limitation in connection with any publications, presentations or other disclosures). Notwithstanding the foregoing, (a) Santarus may the Receiving Party may, subject to the provisions of the Transaction Documents, disclose on the Disclosing Party's Confidential Information to those of its and its Affiliates' or its Sublicensees' directors, officers, employees, agents, consultants and clinical investigators that have a need-to-need to know basis such Confidential Information to achieve the existence purposes of this Agreement any of the Transaction Documents and the documents contemplated by Article 2 (the "Restructuring Documents"); provided, however, that such Party shall ensure that its and its Affiliates' or Sublicensees' directors, officers, employees, agents, consultants or clinical investigators to whom disclosure is to be made are bound by, and take reasonable efforts to ensure compliance with, the confidentiality terms hereof to any bona fide potential acquirers, *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commissionhereof. corporate partners, investors or financial advisors; (b) Patheon may disclose on a need-to-know basis the existence of this Agreement and the terms hereof to its financial advisors; and (c) Patheon may disclose the fact that Santarus is a client of Patheon but shall not disclose any other information relating to any product for which Patheon provides services to Santarus. The Receiving Each Party will promptly notify the Disclosing Party other upon discovery of any unauthorized use or disclosure of the Disclosing Party's Confidential Information. Except as may result in certain circumstances under the Restructuring Documents, Confidential Information belongs to and shall remain the property of the Disclosing Party.. The provisions of this Article 3 shall not apply to any information which can be shown by the Receiving Party:

Confidentiality; Exceptions. The Except as otherwise provided in this Agreement, the Parties agree that, for during the Term and for the longer of (a) [*** thereafter *] after disclosure and (other than for trade secrets, for which b) [***] after the confidentiality obligations set forth herein shall last as long as trade secret law shall allow)end of the Term, all non-public, proprietary or "confidential" information and data, including invention disclosures, knowKnow-howHow, data, and technicalscientific, clinical, regulatory, manufacturing, marketing, commercial, technical and financial information or data, related to the Licensed Compounds and other the activities contemplated by this Agreement and including non-public, proprietary information of any nature whatsoever exchanged between the Parties pursuant to a certain nondisclosure agreement entered into by the Parties dated February 15, 2011 (the “Confidentiality Agreement”) (collectively, "CONFIDENTIAL “Confidential Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been separately filed with the Commission. Information"”), disclosed or submitted, either orally or in writing (including, without limitation, including by electronic means) or through observation, by one Party (the "DISCLOSING PARTY"“Disclosing Party”) to the other Party (the "RECEIVING PARTY"“Receiving Party”) hereunder, including, without limitation, the terms of this Agreement, hereunder shall be received and maintained by the Receiving Party in strict confidence, shall not be used for any purpose other than the purposes expressly contemplated permitted by this Agreement, and shall not be disclosed to any Third Party (including, without limitation, including in connection with any publications, presentations or other disclosures)) except as expressly permitted by this Agreement. Notwithstanding the foregoing, (a) Santarus may disclose on a need-to-know basis the existence of this Agreement and the terms hereof to any bona fide potential acquirers, *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. corporate partners, investors or financial advisors; (b) Patheon may disclose on a need-to-know basis the existence of this Agreement and the terms hereof to its financial advisors; and (c) Patheon may disclose the fact that Santarus is a client of Patheon but shall not disclose any other information relating to any product for which Patheon provides services to Santarus. The Receiving Each Party will promptly notify the Disclosing Party other upon discovery of any unauthorized use or disclosure of the Disclosing Party's Confidential Information. Confidential Information belongs to and shall remain the property of the Disclosing Party.. The provisions of this ARTICLE 10 (Confidentiality) shall not apply to any information that can be shown by the Receiving Party:

Confidentiality; Exceptions. The Parties agree that, for the Term and for [*** *] thereafter (other than for trade secrets, for which the confidentiality obligations set forth herein shall last as long as trade secret law shall allow), all non-public, proprietary or "“confidential" ” disclosures, know-how, data, and technical, financial and other information of any nature whatsoever (collectively, "“CONFIDENTIAL Information"INFORMATION”), disclosed or submitted, either orally or in writing (including, without limitation, by electronic means) or through observation, by one Party (the "“DISCLOSING PARTY"”) to the other Party (the "“RECEIVING PARTY"”) hereunder, including, without limitation, the terms of this Agreement, shall be received and maintained by the Receiving Party in strict confidence, shall not be used for any purpose other than the purposes expressly contemplated by this Agreement, and shall not be disclosed to any Third Party (including, without limitation, in connection with any publications, presentations or other disclosures). Notwithstanding the foregoing, (a) Santarus may disclose on a need-to-know basis the existence of this Agreement and the terms hereof to any bona fide potential acquirers, *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. corporate partners, investors or financial advisors; (b) Patheon may disclose on a need-to-know basis the existence of this Agreement and the terms hereof to its financial advisors; and (c) Patheon may disclose the fact that Santarus is a client of Patheon but shall not disclose any other information relating to any product for which Patheon provides services to Santarus. The Receiving Party will promptly notify the Disclosing Party upon discovery of any unauthorized use or disclosure of the Disclosing Party's ’s Confidential Information. Confidential Information belongs to and shall remain the property of the Disclosing Party. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Confidentiality; Exceptions. The Parties agree Except as otherwise provided in this Agreement, Consultant agrees that, for during the Term and for *** thereafter five (other than for trade secrets, for which the confidentiality obligations set forth herein shall last as long as trade secret law shall allow)5) years thereafter, all non-public, proprietary or "confidential" invention disclosures, knowKnow-howHow, data, and technical, financial financial, promotional, commercial and other information of any nature whatsoever (collectively, "CONFIDENTIAL “Confidential Information"”), disclosed or submitted, either orally or in writing (including, without limitation, limitation by electronic means) or through observation, by one Party INTERCEPT to Consultant (the "DISCLOSING PARTY"“Receiving Party”) to the other Party (the "RECEIVING PARTY") hereunder, including, without limitation, the terms of this Agreement, hereunder shall be received and maintained by the Receiving Party in strict confidence, shall not be used for any purpose or disclosed to any Third Party other than the purposes expressly contemplated permitted by this Agreement, and shall not be disclosed to any Third Party (including, without limitation, limitation in connection with any publications, presentations or other disclosures). Notwithstanding the foregoing, (a) Santarus may disclose on a need-to-know basis the existence Receiving Party may, subject to the provisions of this Agreement Agreement, disclose the Confidential Information to those of its Affiliates’ directors, officers, employees, agents and consultants, contractors that have a need to know such Confidential Information to achieve the terms hereof to any bona fide potential acquirers, *** Portions purposes of this page have been omitted pursuant Agreement; provided, however, that such Party shall ensure that its Affiliates’ or sublicensees’ directors, officers, employees, agents, consultants, or contractors to a request for Confidential Treatment whom disclosure is to be made are bound by, and filed separately with take reasonable efforts to ensure compliance with, the Commissionconfidentiality and use provisions at least as restrictive as those contained in this Article 4 hereof. corporate partners, investors or financial advisors; (b) Patheon may disclose on a need-to-know basis the existence of this Agreement and the terms hereof to its financial advisors; and (c) Patheon may disclose the fact that Santarus is a client of Patheon but shall not disclose any other information relating to any product for which Patheon provides services to Santarus. The Receiving Party Consultant will promptly notify the Disclosing Party INTERCEPT upon discovery of any unauthorized use or disclosure of the Disclosing Party's Confidential Information. Confidential Information belongs to and shall remain the property of the Disclosing PartyINTERCEPT.

Confidentiality; Exceptions. The Parties agree that, for the Term and for *** thereafter (other than for trade secrets, for which the confidentiality obligations set forth herein shall last as long as trade secret law shall allow), With respect to all non-public, proprietary Information or "confidential" disclosures, know-how, data, and technical, financial and other information of any nature whatsoever (collectively, "CONFIDENTIAL Information"), disclosed or submitted, either orally or in writing (including, without limitation, by electronic means) or through observation, furnished by one Party (the "DISCLOSING PARTY"or its Affiliates) to the other Party (or its Affiliates) pursuant to the "RECEIVING PARTY") hereunderNondisclosure Agreement and/or this Agreement (collectively, including, without limitation“Confidential Information”), the terms Party receiving such Confidential Information (the “Receiving Party”) shall maintain the confidential and proprietary status of this Agreementsuch Confidential Information, shall be received keep such Confidential Information and maintained by each part thereof within its possession or under its control, use all reasonable efforts to prevent the Receiving Party in strict confidencedisclosure of any Confidential Information to any other person (except to its Affiliates, shall not be used employees, agents and contractors who have a need to know solely for any purpose other than the purposes expressly contemplated by this Agreement, and shall not be disclosed to any Third Party (including, without limitation, in connection with any publications, presentations or other disclosures). Notwithstanding the foregoing, (a) Santarus may disclose on a need-to-know basis the existence of this Agreement and who are bound by like obligations as to confidentiality), and use all reasonable efforts to ensure that such Confidential Information is used only for those purposes specifically authorized by this Agreement. Except to the terms hereof extent expressly permitted herein, neither Party shall use the other Party’s Confidential Information to any bona fide potential acquirersapply for nor secure intellectual property rights including patents. For clarity, **NEKTAR UK agrees that it will not [ * Portions of ] Certain information in this page have document has been omitted pursuant to a request for Confidential Treatment and filed separately with the Securities and Exchange Commission. corporate partners, investors or financial advisors; (b) Patheon may disclose on a need-to-know basis Confidential treatment has been requested with respect to the existence of this Agreement and the terms hereof to its financial advisors; and (c) Patheon may disclose the fact that Santarus is a client of Patheon but shall not omitted portions. disclose any other information relating Confidential Information to any product Affiliate of NEKTAR UK except as required for which Patheon provides services NEKTAR UK to Santarusmeet its obligations under this Agreement. The Receiving Party will promptly notify Furthermore, NEKTAR UK agrees that no Affiliate of NEKTAR UK shall use the Disclosing Party upon discovery of any unauthorized use or disclosure of the Disclosing Party's Confidential Information. Confidential Information belongs of MAP disclosed to and shall remain it for the property purposes of developing a product containing the Disclosing PartyCompound for use in the Field.

Confidentiality; Exceptions. The Except to the extent expressly authorized by this Agreement (including as provided in Section 7.1(b)(1), subject to Section 7.1(b)(2)) or otherwise agreed by the Parties in writing, the Parties agree that, for that the Term receiving Party shall keep confidential and for *** thereafter (other than for trade secrets, for which the confidentiality obligations set forth herein shall last as long as trade secret law shall allow), all non-public, proprietary or "confidential" disclosures, know-how, data, and technical, financial and other information of any nature whatsoever (collectively, "CONFIDENTIAL Information"), disclosed or submitted, either orally or in writing (including, without limitation, by electronic means) or through observation, by one Party (the "DISCLOSING PARTY") to the other Party (the "RECEIVING PARTY") hereunder, including, without limitation, the terms of this Agreement, shall be received and maintained by the Receiving Party in strict confidence, shall not be used publish or otherwise disclose or use for any purpose other than as provided for in this Agreement any confidential and non-public proprietary information or materials furnished to it by the purposes other Party pursuant to this Agreement (collectively, “Confidential Information”). The obligations of confidentiality, non-disclosure and non-use under this Section 8.1 shall be in full force and effect during the Term and for a period of [***] thereafter. The receiving Party will return all copies of or destroy (and certify such destruction in writing) the Confidential Information of the disclosing Party disclosed or transferred to it by the other Party pursuant to this Agreement, within [***] of the termination or expiration of this Agreement; provided, however, that a Party may retain (i) Confidential Information of the other Party to exercise rights and licenses which expressly contemplated by survive such termination or expiration pursuant to this Agreement, and shall not be disclosed (ii) one (1) copy of all other Confidential Information in archives solely for the purpose of establishing the contents thereof. Without limiting the foregoing, Durect will keep confidential, and will cause its Affiliates, employees, consultants, licensees, sublicensees, professional advisors and Contractors to any Third Party (includingkeep confidential, without limitation, in connection with any publications, presentations or other disclosures)the Gilead Specific Information on confidentiality terms at least as protective as the confidentiality provisions of this Agreement. Notwithstanding the foregoing, (a) Santarus may disclose on a need-to-know basis the existence of this Agreement and the terms hereof to any bona fide potential acquirers, *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. corporate partners, investors or financial advisors; (b) Patheon may disclose on a need-to-know basis the existence of this Agreement and the terms hereof to its financial advisors; and (c) Patheon may disclose the fact that Santarus is a client of Patheon but Information shall not disclose any other be deemed to include information relating or materials to any product for which Patheon provides services to Santarus. The Receiving the extent that it can be established by written documentation by the receiving Party will promptly notify the Disclosing Party upon discovery of any unauthorized use that such information or disclosure of the Disclosing Party's Confidential Information. Confidential Information belongs to and shall remain the property of the Disclosing Party.material: