Common use of Confidentiality; Exceptions Clause in Contracts

Confidentiality; Exceptions. Except as otherwise provided in this Agreement, the Parties agree that, during the term of this Agreement and for five (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 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 shall be received and maintained by the Receiving Party in strict confidence, shall not be used for any purpose other than the purposes expressly permitted 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, the Receiving Party may, subject to the provisions of this 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 purposes of this 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 whom disclosure is to be made are bound by, and take reasonable efforts to ensure compliance with, the confidentiality terms hereof. Each Party will promptly notify the other upon discovery of any unauthorized use or disclosure of the 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: (a) To have been known to or in the possession of the Receiving Party prior to the date of its actual receipt from the Disclosing Party; (b) 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; (c) 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 (d) To have been subsequently independently developed by the Receiving Party without use of the Confidential Information as demonstrated by competent written records.

Confidentiality; Exceptions. Except as otherwise provided in this Agreement, the The Parties agree that, during for the term of this Agreement Term and for five *** thereafter (5) years thereafterother 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" 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 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 permitted contemplated 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 Receiving Party may, subject to the provisions existence of this AgreementAgreement 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 Disclosing Party's Confidential Information fact that Santarus is a client of Patheon but shall not disclose any other information relating to those of its and its Affiliates' and its Sublicensees' directors, officers, employees, agents, consultants, clinical investigators and Subcontractors that have a need any product for which Patheon provides services to know such Confidential Information to achieve the purposes of this 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 whom disclosure is to be made are bound by, and take reasonable efforts to ensure compliance with, the confidentiality terms hereofSantarus. Each The Receiving Party will promptly notify the other 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. The provisions of this Article 11 shall not apply to any information that can be shown by the Receiving Party: (a) To have been known to or in the possession of the Receiving Party prior to the date of its actual receipt from the Disclosing Party; (b) 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; (c) 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 (d) To have been subsequently independently developed by the Receiving Party without use of the Confidential Information as demonstrated by competent written records.

Confidentiality; Exceptions. Except as otherwise provided in this Agreement, the Parties agree that, during the term of this Agreement and for five (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 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 shall be received and maintained by the Receiving Party in strict confidence, shall not be used for any purpose other than the purposes expressly permitted 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, the Receiving Party may, subject to the provisions of this 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 purposes of this 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 whom disclosure is to be made are bound by, and take reasonable efforts to ensure compliance withSection 16, the confidentiality terms hereof. Each Party will promptly notify the other upon discovery of any unauthorized use or disclosure of the Confidential Information. Confidential Information belongs to and shall remain the property of the Disclosing Party. The provisions of this Article 11 obligations hereunder shall not apply to any (i) information that can be shown by the Receiving Party: (a) To have been is known to or in the possession of the Receiving Party prior to the date of its actual receipt from the Disclosing Party; (b) To be or to have become readily available to the public other than through any act or omission of is generally known within the Receiving Party industry or business, (ii) information that was legally acquired by Licensors or Licensee, as the case may be, from a third-party in good faith, provided that such disclosure by the third-party was not in breach of this Agreement or any other agreement between such third-party and Licensors or Licensee, as the Parties; case may be, (ciii) To have been information that was required to be disclosed pursuant to law or order of a court having jurisdiction (provided that the Receiving Party, other than under an obligation of confidentiality, by a Third Party which had no obligation to the Disclosing Party not 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, when appropriate, provided that in the case of Licensee any disclosure pursuant to SEC requirements shall not require the prior notification of Licensor) and relating to enforcement of this Agreement, but only to the extent of any such required disclosure, and (iv) information that Licensee needs to others; or (d) To have been subsequently independently developed disclose to existing and potential investors, subject to any such existing and potential investors agreeing to be bound by the Receiving Party without use of the Confidential Information as demonstrated by competent written recordsconfidentiality obligations hereunder. [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH ASTERISKS [****], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]

Confidentiality; Exceptions. Except as otherwise provided in this Agreement, the Parties agree Consultant agrees that, during the term of this Agreement Term and for as long as 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" marked invention disclosures, knowKnow-howHow, data, and technical, financial financial, promotional, commercial 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 INTERCEPT to Consultant (the "Disclosing Party") to the other Party (the "“Receiving Party"”) 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 permitted 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, the Receiving Party may, subject to the provisions of this Agreement, disclose the Disclosing Party's Confidential Information to those of its and its Affiliates' and its Sublicensees' ’ directors, officers, employees, agents, agents and consultants, clinical investigators and Subcontractors contractors that have a need to know such Confidential Information to achieve the purposes of this Agreement; provided, however, that such Party shall ensure that it and its Affiliates', Sublicensees' ’ or sublicensees’ directors, officers, employees, agents, consultants, clinical investigators or Contract Manufacturers contractors to whom disclosure is to be made are bound by, and take reasonable efforts to ensure compliance with, the confidentiality terms and use provisions at least as restrictive as those contained in this Article 4 hereof. Each Party Consultant will promptly notify the other INTERCEPT upon discovery of any unauthorized use or disclosure of the 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: (a) To have been known to or in the possession of the Receiving Party prior to the date of its actual receipt from the Disclosing Party; (b) 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; (c) 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 (d) To have been subsequently independently developed by the Receiving Party without use of the Confidential Information as demonstrated by competent written recordsINTERCEPT.

Confidentiality; Exceptions. Except as Unless otherwise provided set forth in this Agreement, with respect to all Information disclosed or provided by, or on behalf of, either Party to the Parties agree thatother or its designees in connection with this Agreement, during the term of this Agreement and for five whether provided orally, visually, electronically, in writing or in any other form, (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 Information"), disclosed or submitted, either orally or in writing the Party receiving such Confidential Information (including, without limitation by electronic means) or through observation, by one Party (the "Disclosing PartyRecipient") shall maintain the confidential and proprietary status of such Confidential Information, keep such Confidential Information and each part thereof within its possession or under its control, use all its reasonable efforts to prevent the other Party (the "Receiving Party") hereunder shall be received and maintained by the Receiving Party in strict confidence, shall not be used for disclosure of any purpose other than the purposes expressly permitted 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, the Receiving Party may, subject to the provisions of this 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 purposes of this 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 whom disclosure is to be made are bound byany other person, and take use all its reasonable efforts to ensure compliance with, that such Confidential Information is used only for those purposes specifically authorized by this Agreement. These mutual obligations of confidentiality shall apply until [***] following the confidentiality terms hereof. Each Party will promptly notify the other upon discovery later of any unauthorized use expiration or disclosure termination of the Confidential Information. Confidential Information belongs to and shall remain the property of the Disclosing Party. The provisions of this Article 11 Agreement, but such obligations shall not apply to any information Information to the extent that can be shown by the Receiving Party:such Information is: TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED (a) To have been known to or independently developed by such Party outside the scope and not in the possession violation of the Receiving Party prior to the date of its actual receipt from the Disclosing this Agreement, as evidenced by such Party's contemporaneous written records; (b) To be or to have become readily available to in the public other than through any act domain at the time of its receipt or omission thereafter becomes part of the Receiving Party in public domain through no fault of or breach of this Agreement by the Recipient or by any other agreement between person to whom the Parties;Recipient disclosed such Confidential Information; received without an obligation of confidentiality from a Third Person having the right to disclose such information; or (c) To have been disclosed released from the restrictions of this Section 17.1 by the express written consent of the disclosing Party. Notwithstanding the provisions of Section 17.1 hereof, the Parties may, to the Receiving Partyextent necessary, disclose and use Confidential Information (i) to secure patent protection for an invention developed as a result of the Product Development Program or, to obtain regulatory clearance or institutional or government approval to clinically test or market Product, or (ii) as required by law, statute, rule or court order to be disclosed (the disclosing Party shall, however, use reasonable efforts to obtain confidential treatment of any such disclosure, and consult with the other than under Party and permit the other Party to participate in seeking an obligation of confidentiality, by a Third Party which had no obligation appropriate protective order). Notwithstanding anything to the Disclosing Party not to disclose such information to others; or (d) To have been subsequently independently developed contrary contained herein, all Confidential Information previously disclosed by the Receiving Party without use of Parties shall continue to be subject to the Confidential Information as demonstrated by competent written recordsDisclosure Agreement, dated [***], between the Parties which shall survive the execution and termination of this Agreement.

Confidentiality; Exceptions. Except as otherwise provided in this Agreement, the Parties agree that, during the term of this Agreement and for five (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 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 shall be received and maintained by the Receiving Party in strict confidence, shall not be used for any purpose other than the purposes expressly permitted 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, the Receiving Party may, subject to the provisions of this 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 Contract Manufacturers that have a need to know such Confidential Information to achieve the purposes of this 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 whom disclosure is to be made are bound by, and take reasonable efforts to ensure compliance with, the confidentiality terms hereof. Each Party will promptly notify the other upon discovery of any unauthorized use or disclosure of the 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: (a) To have been known to or in the possession of the Receiving Party prior to the date of its actual receipt from the Disclosing Party; (b) 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; (c) 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 (d) To have been subsequently independently developed by the Receiving Party without use of the Confidential Information as demonstrated by competent written records.

Confidentiality; Exceptions. Except as otherwise provided in this Agreement, the Parties agree that, during the term of this Agreement Notwithstanding Clauses 24.1 (Confidentiality) and for five 24.2 (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 Technical Information"), disclosed or submitted, either orally or in writing (including, without limitation by electronic means) or through observation, by one Party (the "Disclosing Party") any party may disclose information which would otherwise be confidential if and to the other Party (the "Receiving Party") 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 permitted 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, the Receiving Party may, subject to the provisions of this 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 purposes of this 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 whom disclosure is to be made are bound by, and take reasonable efforts to ensure compliance with, the confidentiality terms hereof. Each Party will promptly notify the other upon discovery of any unauthorized use or disclosure of the 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 Partyextent that: (a) To have been known to the disclosure is required by the law of any relevant jurisdiction or in the possession disclosure is made for the purpose of the Receiving Party prior to the date of its any actual receipt from the Disclosing Partyor threatened judicial proceedings by or against that party (or a Group Member); (b) To be or the disclosure is made to have become readily available to a tax authority in connection with the public other than through any act or omission tax affairs of the Receiving Party in breach disclosing party or a member of this Agreement or any its group, provided that where practicable the disclosing party shall first inform the other agreement between of its intention to disclose such information, and take into account the Partiesreasonable comments of the other; (c) To have been disclosed the disclosure is required by any securities exchange or regulatory or governmental body to which any party is subject or submits, wherever situated (including, without limitation, the Receiving Party, other than under an obligation UKLA) whether or not the requirement for information has the force of confidentiality, by a Third Party which had no obligation to the Disclosing Party not to disclose such information to others; orlaw; (d) To have been subsequently independently developed by the Receiving Party without use information is disclosed on a strictly confidential basis to the professional advisers, auditors and bankers of such party; (e) ICI has given its prior written approval to the disclosure; (f) it does so to a member of the Confidential Information ICI Group (in the case of ICI) or a member of the Purchaser’s Group (in the case of the Purchaser) provided that notwithstanding such disclosure, the party making such disclosure shall remain fully and completely liable to each other party in accordance with the provisions of this Clause 24 (Confidentiality); and Back to Contents (g) the disclosure is required to enable that party to enforce its rights under this Agreement, provided that, any such information disclosed pursuant to Clauses (a) or (b) of this Clause 24.3 shall be disclosed only after notice to ICI or the Purchaser, as demonstrated by competent written recordsthe case may be, unless such prior disclosure to the other party is unlawful. For the avoidance of doubt, this Clause 24 shall not prevent members of the Purchaser’s Group from using the Excluded Technology for the purposes of developing, producing and selling products to Quest provided that ICI first agrees to such use in writing.

Confidentiality; Exceptions. Except as to the extent expressly authorized by this Agreement or otherwise provided agreed in this Agreementwriting, the Parties agree that, during the term of this Agreement Term and for five (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 Information"), disclosed or submitted, either orally or in writing (including, without limitation by electronic means) or through observation, by one the receiving Party (the "Disclosing “Receiving Party"”) and its Affiliates will keep confidential and will 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, patentable or otherwise, in any form (written, oral, photographic, electronic, magnetic, or otherwise) which is disclosed to it by the other Party (the "Receiving “Disclosing Party"”) hereunder shall be or its Affiliates or otherwise received and maintained or accessed by the a Receiving Party in strict confidencethe course of performing its obligations or exercising its rights under this Agreement, shall including trade secrets, Know-How, inventions or discoveries, proprietary information, formulae, processes, techniques and information relating to the past, present and future marketing, financial, and 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”). Without limiting the foregoing, Roche agrees that it will not be disclose or use Xxxxx’ Confidential Information or the Licensed Know-How for any purpose other than as provided in this Agreement. Roche has procedures in place to protect such information and will ensure it implements such procedures appropriately to prevent Ionis’ Confidential Information and the Licensed Know-How from being disclosed or used for any purpose other than as provided in this Agreement. In addition to the purposes expressly permitted by confidentiality obligations set forth in this Agreement, and shall not be disclosed to in the event that, during the implementation of the Agreement, one of the Parties processes any Third Party (includinginformation that is protected by applicable data privacy laws, including without limitation in connection with any publications, presentations or other disclosures). Notwithstanding the foregoinglimitation, the Receiving Health Insurance Portability & Accountability Act of 1996 (HIPAA) in the US, the Swiss Data Protection Act, the European Union General Data Protection Regulation 2016/679 (GDPR), the Personal Information Protection and Electronic Documents Canada (PIPEDA) in Canada, and any other applicable data protection laws, the respective Party mayagrees to fully comply with such laws, as they may be applicable to the Party. If and as required by applicable data privacy laws, including but not limited to the EU GDPR, Swiss or United Kingdom laws, the Parties shall execute additional data protection documentation, such as the Standard Contractual Clauses issued by the European Commission to cover any cross-border transfers of personal data. If a Party to this Agreement becomes subject to an investigation by a data protection authority or any other competent authority in relation to the provisions processing of personal data under this Agreement, disclose then the Disclosing Party's Confidential Information Party affected will inform the other Party without any undue delay unless the Party is not permitted to those provide such information. The Parties will inform each other without any undue delay and provide each other with reasonable support in case of its and its Affiliates' and its Sublicensees' directors, officers, employees, agents, consultants, clinical investigators and Subcontractors a Data Subject Request (as such term is defined under the applicable data privacy law(s)) or in case of a Data Breach (as such term is defined under the applicable data privacy law(s)) that have a need would potentially affect the other Party to know such Confidential Information to achieve the purposes of this Agreement; provided. If changes to the applicable data privacy laws affect the compliance of data processing activities under this Agreement, howeverthen the Parties will negotiate in good faith adjustments to the data privacy language in this Agreement, or additional data privacy documentation if and as required by applicable data privacy laws. The Parties warrant that such Party shall ensure that it they will implement and its Affiliates', Sublicensees' directors, officers, employees, agents, consultants, clinical investigators or Contract Manufacturers to whom disclosure is to be made are bound by, maintain adequate technical and take reasonable efforts organizational measures to ensure compliance with, the confidentiality terms hereof. Each Party will promptly notify the other upon discovery integrity and security of any unauthorized use or disclosure of the Confidential Information. Confidential Information belongs to and shall remain the property of the Disclosing Party. The provisions of personal data processed under this Article 11 shall not apply to any information that can be shown by the Receiving Party: (a) To have been known to or in the possession of the Receiving Party prior to the date of its actual receipt from the Disclosing Party; (b) 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; (c) 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 (d) To have been subsequently independently developed by the Receiving Party without use of the Confidential Information as demonstrated by competent written recordsAgreement.

Confidentiality; Exceptions. Except as otherwise provided in this Agreement, the Parties agree that, during the term of this Agreement Term and for five seven (57) years thereafter, all non-public, proprietary or "confidential" marked invention disclosures, know-how, data, and technical, financial financial, promotional, commercial 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 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 permitted 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, the Receiving Party may, subject to the provisions of this Agreement, disclose the Disclosing Party's ’s Confidential Information to those of its and its Affiliates' and ’ or its Sublicensees' sublicensees’ directors, officers, employees, agents, consultants, contractors and clinical investigators and Subcontractors that have a need to know such Confidential Information to achieve the purposes of this Agreement; provided, however, that such Party shall ensure that it its and its Affiliates', Sublicensees' ’ or sublicensees’ directors, officers, employees, agents, consultants, contractors or clinical investigators or Contract Manufacturers to whom disclosure is to be made are bound by, and take reasonable efforts to ensure compliance with, the confidentiality terms and use provisions at least as restrictive as those contained in this Article 6 hereof. Each Party will promptly notify the 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. 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. The provisions of this Article 11 6 shall not apply to any information that can be shown by the Receiving Party: (a) : 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; (b) ; 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; (c) ; 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 (d) 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. Except as otherwise provided in this Agreement, the Parties agree that, during the term of this Agreement and for five (5) years thereafter, all non-public, proprietary or "confidential" marked invention disclosures, know-how, data, and technical, financial and other information of Notwithstanding 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") provision to the contrary, a party may disclose the Confidential Information of the other Party party: (the "Receiving Party"i) 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 permitted by this Agreement, and shall not be disclosed to any Third Party (including, without limitation in connection with any publications, presentations an order of a court or other disclosures). Notwithstanding government body or as otherwise required by or in compliance with law or regulations; provided that the foregoingdisclosing party provides the other party with notice and takes reasonable measures to obtain confidential treatment thereof; (ii) in confidence to recipient’s attorneys, accountants, banks and financial sources and its advisors; or (iii) in confidence, in connection with the sale of substantially all the business assets to which this Agreement relates, so long as, in each case, the Receiving Party may, subject entity to the provisions which disclosure is made is bound to confidentiality on terms consistent with those set [**] Portions of this Agreement, disclose the Disclosing Party's Confidential Information exhibit have been omitted pursuant 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 purposes confidential treatment request. An unredacted version of this 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 whom disclosure is to be made are bound by, and take reasonable efforts to ensure compliance with, exhibit has been filed separately with the confidentiality terms hereofCommission. Each Party will promptly notify the other upon discovery of any unauthorized use or disclosure of the Confidential Information. Confidential Information belongs to and shall remain the property of the Disclosing Partyforth herein. The provisions obligations of this Article 11 confidentiality and limited use shall not apply to any information that can be shown by of the Receiving PartyConfidential Information which: (a) To have been known to is publicly available by publication or in the possession other documented means or later becomes likewise publicly available through no act or fault of the Receiving Party prior to the date of its actual receipt from the Disclosing Party;recipient; or (b) To be or is already known to have become readily available to recipient before receipt from 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;disclosing party, as demonstrated by recipient’s written records; or (c) To have been disclosed is made known to the Receiving Party, other than under an obligation of confidentiality, recipient by a Third Party which had no obligation who did not obtain it directly or indirectly from the disclosing party and who does not obligate recipient to the Disclosing Party not to disclose such information to othershold it in confidence; or (d) To have been subsequently is independently developed by the Receiving Party without use recipient as evidenced by credible written research records of recipient’s employees or agents who did not have access to the disclosing party’s Confidential Information as demonstrated Information. Specific information should not be deemed to be within any of these exclusions merely because it is embraced by competent written recordsmore general information falling within these exclusions.

Confidentiality; Exceptions. Except as otherwise provided in this Agreement, the Parties agree that, during the term of this Agreement and for five (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 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 shall be received and maintained by the Receiving Party in strict confidence, shall not be used for any purpose other than the purposes expressly permitted 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, the Receiving Party may, subject to the provisions of this 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 purposes of this 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 whom disclosure is to be made are bound by, and take reasonable efforts to ensure compliance with, the confidentiality terms hereof. Each Party will promptly notify the other upon discovery of any unauthorized use or disclosure of the 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: (a) To have been known to or in the possession of the Receiving Party prior to the date of its actual receipt from the Disclosing Party; (b) 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; (c) 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 (d) To have been subsequently independently developed by the Receiving Party without use of the Confidential Information as demonstrated by competent written records.of

Confidentiality; Exceptions. Except as otherwise provided in this Agreement, the Parties agree Consultant agrees that, during the term of this Agreement Term and for five (5) years thereafter, all non-public, proprietary or "confidential" marked invention disclosures, knowKnow-howHow, data, and technical, financial financial, promotional, commercial 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 INTERCEPT to Consultant (the "Disclosing Party") to the other Party (the "“Receiving Party"”) 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 permitted 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, the Receiving Party may, subject to the provisions of this Agreement, disclose the Disclosing Party's Confidential Information to those of its and its Affiliates' and its Sublicensees' ’ directors, officers, employees, agents, agents and consultants, clinical investigators and Subcontractors contractors that have a need to know such Confidential Information to achieve the purposes of this Agreement; provided, however, that such Party shall ensure that it and its Affiliates', Sublicensees' ’ or sublicensees’ directors, officers, employees, agents, consultants, clinical investigators or Contract Manufacturers contractors to whom disclosure is to be made are bound by, and take reasonable efforts to ensure compliance with, the confidentiality terms and use provisions at least as restrictive as those contained in this Article 4 hereof. Each Party Consultant will promptly notify the other INTERCEPT upon discovery of any unauthorized use or disclosure of the 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: (a) To have been known to or in the possession of the Receiving Party prior to the date of its actual receipt from the Disclosing Party; (b) 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; (c) 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 (d) To have been subsequently independently developed by the Receiving Party without use of the Confidential Information as demonstrated by competent written recordsINTERCEPT.

Confidentiality; Exceptions. Except as otherwise provided in this Agreement, the Parties agree that, during the term of this Agreement and for five (5) years thereafter, With respect to all non-public, proprietary Information or "confidential" marked invention 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"”) 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"”) hereunder shall be received maintain the confidential and maintained by proprietary status of such Confidential Information, keep such Confidential Information and each part thereof within its possession or under its control, use all reasonable efforts to prevent the Receiving Party in strict confidence, shall not be used for disclosure of any purpose other than the purposes expressly permitted 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, the Receiving Party may, subject to the provisions of this Agreement, disclose the Disclosing Party's Confidential Information to those of its and any other person (except to its Affiliates' and its Sublicensees' directors, officers, employees, agents, consultants, clinical investigators agents and Subcontractors that contractors who have a need to know such Confidential Information to achieve solely for the purposes of this Agreement; provided, however, that such Party shall ensure that it Agreement and its Affiliates', Sublicensees' directors, officers, employees, agents, consultants, clinical investigators or Contract Manufacturers to whom disclosure is to be made who are bound byby like obligations as to confidentiality as those set forth in this Agreement), and take use all reasonable efforts to ensure compliance withthat such Confidential Information is used only for those purposes specifically authorized by this Agreement. Except to the extent expressly permitted herein, the confidentiality terms hereof. Each neither Party will promptly notify shall use the other upon discovery of any unauthorized use or disclosure of the Confidential Information. Party’s Confidential Information belongs to and shall remain the apply for or secure intellectual property of the Disclosing Partyrights including patents. The provisions of this Article 11 shall For clarity, EIFFEL agrees that it will not apply disclose any Confidential Information to any information that can be shown by the Receiving Party: (a) To have been known Affiliate or other development partner of EIFFEL except as required for EIFFEL to or in the possession of the Receiving Party prior to the date of meet its actual receipt from the Disclosing Party; (b) 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 obligations under this Agreement and MAP agrees that it will not disclose any Confidential Information to any Affiliate or any other agreement between the Parties; (c) To have been disclosed development partner of MAP except as required for MAP to the Receiving Partymeet its obligations under this Agreement. Furthermore, other than under an obligation EIFFEL agrees that no Affiliate of confidentiality, by a Third Party which had no obligation to the Disclosing Party not to disclose such information to others; or (d) To have been subsequently independently developed by the Receiving Party without EIFFEL shall use of the Confidential Information as demonstrated by competent written recordsof MAP disclosed to it for the purposes of developing Products containing the Compounds for use in the Field.

Confidentiality; Exceptions. Except as otherwise provided in this Agreementthe Transaction Documents, the Parties agree that, during for the term of this Agreement and for five ten (510) 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 Information"), disclosed or submitted, either orally or in writing (including, including without limitation by electronic means) or through observation, by one Party (the "Disclosing Party") to the other Party (the "Receiving Party") 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 permitted by this Agreementthe Transaction Documents, and shall not be disclosed to any Third Party (including, including without limitation in connection with any publications, presentations or other disclosures). Notwithstanding the foregoing, the Receiving Party may, subject to the provisions of this Agreementthe Transaction Documents, disclose the Disclosing Party's Confidential Information to those of its and its Affiliates' and or its Sublicensees' directors, officers, employees, agents, consultants, consultants and clinical investigators and Subcontractors that have a need to know such Confidential Information to achieve the purposes of this Agreementany of the Transaction Documents and the documents contemplated by Article 2 (the "Restructuring Documents"); provided, however, that such Party shall ensure that it its and its Affiliates', ' or Sublicensees' directors, officers, employees, agents, consultants, consultants or clinical investigators or Contract Manufacturers to whom disclosure is to be made are bound by, and take reasonable efforts to ensure compliance with, the confidentiality terms hereof. Each Party will promptly notify the other upon discovery of any unauthorized use or disclosure of the 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 11 3 shall not apply to any information that which can be shown by the Receiving Party: (a) 3.1.1 To have been known to or in the possession of the Receiving Party prior to the date of its actual receipt from the Disclosing Party; (b) 3.1.2 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 any of the Transaction Documents or any other agreement between the Parties; (c) 3.1.3 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 (d) 3.1.4 To have been subsequently independently developed by the Receiving Party without use of the Confidential Information as demonstrated by competent written records.

Confidentiality; Exceptions. Except as Unless otherwise provided set forth in this Agreement, with respect to all Information disclosed or provided by, or on behalf of, either Party to the Parties agree thatother or its designees in connection with this Agreement, during whether provided orally, visually, electronically, in writing or in any other form, (“Confidential Information”), the term Party receiving such Confidential Information (“Recipient”) shall maintain the confidential and proprietary status of such Confidential Information, keep such Confidential Information and each part thereof within its possession or under its control, use all its reasonable efforts to prevent the disclosure of any Confidential Information to any other person, and use all its reasonable efforts to ensure that such Confidential Information is used only for those purposes specifically authorized by this Agreement and for Agreement. These mutual obligations of confidentiality shall apply until five (5) years thereafter, all non-public, proprietary following the later of expiration or "confidential" marked invention disclosures, know-how, data, and technical, financial and other information termination 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 shall be received and maintained by the Receiving Party in strict confidence, shall not be used for any purpose other than the purposes expressly permitted 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, the Receiving Party may, subject to the provisions of this 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 but such Confidential Information to achieve the purposes of this 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 whom disclosure is to be made are bound by, and take reasonable efforts to ensure compliance with, the confidentiality terms hereof. Each Party will promptly notify the other upon discovery of any unauthorized use or disclosure of the Confidential Information. Confidential Information belongs to and shall remain the property of the Disclosing Party. The provisions of this Article 11 obligations shall not apply to any information Information to the extent that can be shown by the Receiving Partysuch Information is: (a) To have been known to or independently developed by such Party outside the scope and not in the possession violation of the Receiving Party prior to the date of its actual receipt from the Disclosing this Agreement, as evidenced by such Party’s contemporaneous written records; (b) To be or to have become readily available to in the public other than through any act domain at the time of its receipt or omission thereafter becomes part of the Receiving Party in public domain through no fault of or breach of this Agreement by the Recipient or by any other agreement between person to whom the PartiesRecipient disclosed such Confidential Information; (c) To have been disclosed to the Receiving Party, other than under received without an obligation of confidentiality, by confidentiality from a Third Party which had no obligation to Person having the Disclosing Party not right to disclose such information to othersinformation; or (d) To have been subsequently independently developed released from the restrictions of this Section 17.1 by the Receiving Party without use express written consent of the disclosing Party. Notwithstanding the provisions of Section 17.1 hereof, the Parties may, to the extent necessary, disclose and use Confidential Information (i) to secure patent protection for an invention developed as demonstrated a result of the Product Development Program or, to obtain regulatory clearance or institutional or government approval to clinically test or market Product, or (ii) as required by competent written recordslaw, statute, rule or court order to be disclosed (the disclosing Party shall, however, use reasonable efforts to obtain confidential treatment of any such disclosure, and consult with the other Party and permit the other Party to participate in seeking an appropriate protective order).

Confidentiality; Exceptions. Except as to the extent in connection with this Agreement or otherwise provided agreed by the parties in this Agreementwriting, the Parties parties agree that, at all times during the term of this Agreement and for five (5) years thereafteryear period following receipt, all non-publicthe receiving party shall keep completely confidential, proprietary shall not publish or "confidential" marked invention disclosuresotherwise disclose and shall not use directly or indirectly for any purpose any information furnished to it by the other party pursuant to this Agreement, 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 observationlimitation, by one Party (the "Disclosing Party") BMS Know-How, except to the other Party (the "Receiving Party") hereunder shall extent that it can be received and maintained established by the Receiving Party in strict confidence, shall not be used for any purpose other than the purposes expressly permitted receiving party 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, the Receiving Party may, subject to the provisions of this 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 purposes of this Agreement; provided, however, competent proof that such Party shall ensure that it and its Affiliates', Sublicensees' directors, officers, employees, agents, consultants, clinical investigators or Contract Manufacturers to whom disclosure is to be made are bound by, and take reasonable efforts to ensure compliance with, the confidentiality terms hereof. Each Party will promptly notify the other upon discovery of any unauthorized use or disclosure of the 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 Partyinformation: (a) To have been was already known to or in the possession receiving party, other than under an obligation of confidentiality, at the Receiving Party prior to time of disclosure by the date of its actual receipt from the Disclosing Partyother party; (b) To be or to have become readily 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, other than through any act or omission of the Receiving Party receiving party in breach of this Agreement or any other agreement between the Parties;Agreement; or (cd) To have been was disclosed to the Receiving Partyreceiving party, other than under an obligation of confidentiality, by a Third Party which third party who had no obligation to the Disclosing Party disclosing party not to disclose such information to others. Each party may disclose the other's information to the extent such disclosure is reasonably necessary in filing or prosecuting patent applications, pursuing or defending litigation, or complying with applicable governmental regulations, provided that if a party intends to make any such disclosure, it shall, to the extent reasonably practicable, give reasonable advance written notice to the other party of such disclosure. Nothing in this Section 7.1, however, shall be construed to preclude Pilot from disclosing such information to such third parties as are necessary in connection with the development and commercialization of Compounds and Covered Products as contemplated by this Agreement, including, without limitation, financing, sublicensing, co-development, co-marketing and co-promotion or similar transactions in connection therewith, provided that Pilot shall in each case obtain from the proposed receiving party a written confidentiality undertaking containing confidentiality obligations no less onerous than those set forth in this Section 7.1; or (d) To have been subsequently independently developed by the Receiving Party without use of the Confidential Information as demonstrated by competent written recordsprovided, however that in no event shall this Section 7 bar or prevent Pilot from distributing, offering for sale, and/or selling a Covered Product.

Confidentiality; Exceptions. Except as otherwise provided in this Agreement, the Parties agree that, during the term of this Agreement Term and for five seven (57) years thereafter, all non-public, proprietary or "confidential" marked invention disclosures, know-how, data, and technical, financial financial, promotional, commercial 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 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 permitted 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, the Receiving Party may, subject to the provisions of this Agreement, disclose the Disclosing Party's ’s Confidential Information to those of its and its Affiliates' and ’ or its Sublicensees' sublicensees’ directors, officers, employees, agents, consultants, contractors and clinical investigators and Subcontractors that have a need to know such Confidential Information to achieve the purposes of this Agreement; provided, however, that such Party shall ensure that it its and its Affiliates', Sublicensees' ’ or sublicensees’ directors, officers, employees, agents, consultants, contractors or clinical investigators or Contract Manufacturers to whom disclosure is to be made are bound by, and take reasonable efforts to ensure compliance with, the confidentiality terms and use provisions at least as restrictive as those contained in this Article 6 hereof. Each Party will promptly notify the 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. 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 11 6 shall not apply to any information that can be shown by the Receiving Party: (a) : 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; (b) ; 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; (c) ; 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 (d) 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. Except as to the extent expressly authorized by this Agreement or otherwise provided agreed in this Agreementwriting, the Parties agree that, during the term of this Agreement Term and for five (5) [*] years thereafter, all non-public, proprietary or "confidential" marked invention disclosures, know-how, data, the receiving Party shall keep confidential 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 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 proprietary information and materials furnished to it by, or otherwise obtained from, the purposes expressly permitted by other Party pursuant to this Agreement, in whatever form or medium (collectively, “Confidential Information”) (including information known by the employees of Amgen KK, a wholly-owned subsidiary of Amgen, and/or materials in the possession of Amgen KK prior to the consummation of the transactions contemplated in that certain Sale and Purchase Agreement executed concurrently herewith, which shall be considered the Confidential Information of Amgen). Licensee acknowledges the value of Confidential Information (including data provided by Amgen hereunder) and shall have no right to and shall not be disclosed to utilize any Third Party Confidential Information of Amgen for activities in the Territory (including, without limitation in connection with respect to the research, development or commercialization of any publications, presentations Distracting Product or other disclosures)programs or products of Licensee in the Territory or for any other purpose) except as expressly provided for in this Agreement. For the avoidance of doubt, Confidential Information of a Party shall include all information and materials disclosed by such Party or its designee that (i) is marked as “Confidential,” “Proprietary” or with similar designation at the time of disclosure or (ii) by its nature can reasonably be expected to be considered Confidential Information by the recipient. Information disclosed orally shall not be required to be identified as such to be considered Confidential Information. Notwithstanding the foregoing, the Receiving Party may, subject Confidential Information shall not include any information to the provisions of this Agreement, disclose extent that it can be established by written documentation by 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 purposes of this Agreement; provided, however, receiving Party that such Party shall ensure that it and its Affiliates', Sublicensees' directors, officers, employees, agents, consultants, clinical investigators or Contract Manufacturers to whom disclosure is to be made are bound by, and take reasonable efforts to ensure compliance with, the confidentiality terms hereof. Each Party will promptly notify the other upon discovery of any unauthorized use or disclosure of the 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 Partyinformation: (ai) To have been was already known to the receiving Party, other than under an obligation of confidentiality (except to the extent such obligation has expired or in an exception is applicable under the possession relevant agreement pursuant to which such obligation was established), at the time of disclosure; (ii) was generally available to the public or otherwise part of the Receiving Party prior public domain at the time of its disclosure to the date of its actual receipt from the Disclosing receiving Party; (biii) To be or to have become readily 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 any other agreement between the PartiesAgreement; (civ) To have been was independently developed by the receiving Party (without reference to or use of Confidential Information of the other Party) as demonstrated by documented evidence prepared contemporaneously with such independent development; or (v) was disclosed to the Receiving receiving 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 was established), by a Third Party which who had no obligation to the Disclosing disclosing Party not to disclose such information to others; or (d) To have been subsequently independently developed by the Receiving Party without use of the Confidential Information as demonstrated by competent written records.