Common use of Confidentiality; Exceptions Clause in Contracts

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, during the term of this Agreement and for [*] thereafter, the receiving Party, its Affiliates, its licensees and its sublicensees shall, and shall ensure that their respective employees, officers and directors shall, keep completely confidential and not publish or otherwise disclose and not use for any purpose any information furnished to it or them by the other Party, its Affiliates, its licensees or its sublicensees or developed under or in connection with this Agreement, except to the extent that it can be established by the receiving Party by competent proof that such information: (i) was already known to the receiving Party, other than under an obligation of confidentiality, at the time of disclosure by the other Party; (ii) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (iii) became generally available to the public or was otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; or (iv) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Party not to disclose such information to others (all such information to which none of the foregoing exceptions applies, “Confidential Information”). [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed to in writing, the Parties agree that, during the term of this Agreement and for [*] ten (10) years thereafter, the receiving Party, its Affiliates, its licensees and its sublicensees shall, and Party shall ensure that their respective Affiliates, Sublicensees, employees, officers officers, directors and directors shall, representatives shall keep completely confidential and not publish or otherwise disclose disclose, and not use for any purpose purpose, any information furnished to it or them by the other Party, its Affiliates, its licensees or its sublicensees Party or developed under or in connection with this Agreement, including but not limited to the Licensed Technology, except to the extent that it can [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. be established by the receiving Party by competent proof that such information: (i) was already known to the receiving Party, other than under an obligation of confidentiality, at the time of disclosure by the other Party; (ii) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (iii) became generally available to the public or was otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; or (iv) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Party not to disclose such information to others (all such information to which none of the foregoing exceptions applies, “"Confidential Information”"). [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, during the term of this Agreement and for [*] five years thereafter, the receiving Party, its Affiliates, its licensees and its sublicensees shallshall keep, and shall ensure that their respective its employees, officers and directors shallkeep, keep completely confidential and shall not publish or otherwise disclose and shall not use for any purpose any information furnished to it or them by the other Party, its Affiliates, its licensees or its sublicensees or developed under or in connection with this Agreement, except to the extent that it can be established by the receiving Party by competent proof that such information: (i) was already known to the receiving Party, other than under an obligation of confidentiality, at the time of disclosure by the other Party; (ii) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (iii) became generally available to the public or was otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; or (iv) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Party not to disclose such information to others (all such information to which none of the foregoing exceptions applies, “"Confidential Information”"). [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

Confidentiality; Exceptions. Except During and after the term of this Agreement, except to the extent expressly authorized by this Agreement or otherwise agreed by the parties in writing, the Parties parties agree that, during the term of this Agreement and for [*] thereafter, that the receiving Party, its Affiliates, its licensees and its sublicensees shall, party shall keep confidential and shall ensure that their respective employees, officers and directors shall, keep completely confidential and not publish or otherwise disclose and not or use for any purpose other than as provided for in this Agreement any confidential or proprietary information or materials furnished to it or them by the other Partyparty pursuant to this Agreement (collectively, its Affiliates“Confidential Information”). The terms and conditions of this Agreement shall be the Confidential Information of both parties and, its licensees for clarity, any data, information, or its sublicensees know-how provided by a party pursuant to Sections 3.5 and 3.6 shall be the Confidential Information of such party. Notwithstanding the foregoing, Confidential Information shall not be deemed to include information or developed under or in connection with this Agreement, except materials to the extent that it can be established by written documentation by the receiving Party by competent proof party that such information: information or material (ia) was already known to or possessed by the receiving Party, other than under an party without any obligation of confidentiality, at the time of its disclosure by to the other Partyreceiving party hereunder; (iib) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Partyparty hereunder; (iiic) became generally available to the public or was otherwise part of the public domain after its disclosure and to the receiving party hereunder other than through any act or omission of the receiving Party party in breach of this Agreement; (d) was independently developed by the receiving party without use of or reference to the other party’s Confidential Information as demonstrated by documented evidence prepared by the receiving party contemporaneously with such independent development; or (ive) was disclosed to the receiving Partyparty, other than under an obligation of confidentiality, by a Third Party third party who had no obligation to the disclosing Party party not to disclose such information to others (all such information to which none of the foregoing exceptions applies, “Confidential Information”). [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amendedothers.

Confidentiality; Exceptions. Except During and after the term of this Agreement, except to the extent expressly authorized by this Agreement or otherwise agreed by the parties in writing, the Parties parties agree that, during the term of this Agreement and for [*] thereafter, that the receiving Party, its Affiliates, its licensees and its sublicensees shall, party shall keep confidential and shall ensure that their respective employees, officers and directors shall, keep completely confidential and not publish or otherwise disclose and not or use for any purpose other than as provided for in this Agreement any confidential or proprietary information or materials furnished to it or them by the other Partyparty pursuant to this Agreement (collectively, its Affiliates“Confidential Information”). The terms and conditions of this Agreement shall be the Confidential Information of both parties and, its licensees for clarity, any data, information, or its sublicensees know-how provided by a party pursuant to Section 3.3 shall be the Confidential Information of such party. Notwithstanding the foregoing, Confidential Information shall not be deemed to include information or developed under or in connection with this Agreement, except materials to the extent that it can be established by written documentation by the receiving Party by competent proof party that such information: information or material (ia) was already known to or possessed by the receiving Party, other than under an party without any obligation of confidentiality, at the time of its disclosure by to the other Partyreceiving party hereunder; (iib) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Partyparty hereunder; (iiic) became generally available to the public or was otherwise part of the public domain after its disclosure and to the receiving party hereunder other than through any act or omission of the receiving Party party in breach of this Agreement; (d) was independently developed by the receiving party without use of or reference to the other party’s Confidential Information as demonstrated by documented evidence prepared by the receiving party contemporaneously with such independent development; or (ive) was disclosed to the receiving Partyparty, other than under an obligation of confidentiality, by a Third Party third party who had no obligation to the disclosing Party party not to disclose such information to others (all such information to which none of the foregoing exceptions applies, “Confidential Information”). [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amendedothers.

Confidentiality; Exceptions. Except to the extent expressly authorized contemplated by this Agreement or otherwise agreed in writing, the Parties agree that, during the term of this Agreement and for [*] thereafter, that the receiving Party (the “Receiving Party, its Affiliates, its licensees and its sublicensees shall, ”) shall keep confidential and shall ensure that their respective employees, officers and directors shall, keep completely confidential and not publish or otherwise disclose and not or use for any purpose other than as provided for in this Agreement any information furnished or other confidential and proprietary information and materials, patentable or otherwise, in any form (written, oral, photographic, electronic, magnetic, or otherwise) which is disclosed to it or them by the other Party (the “Disclosing Party, ”) or otherwise received or accessed by a Receiving Party in the course of performing its Affiliates, obligations or exercising its licensees or its sublicensees or developed rights under or in connection with this Agreement, including but not limited to trade secrets, Know-how, inventions or discoveries, proprietary information, formulae, processes, techniques and information relating to a Party’s past, present and future marketing, financial, and research and development activities of any product or potential product or useful technology of the Disclosing Party and the pricing thereof (collectively, “Confidential Information”), except to the extent that it can be established by the receiving Receiving Party by competent proof that such informationConfidential Information: (ia) was already known in the lawful knowledge and possession of the Receiving Party prior to the receiving time it was disclosed to, or learned by, the Receiving Party, other than under an obligation of confidentiality, at the time of disclosure or was otherwise developed independently by the Receiving Party, as evidenced by written records kept in the ordinary course of business, or other documentary proof of actual use by the Receiving Party; (iib) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Receiving Party; (iiic) became generally available to the public or was otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Receiving Party in breach of this Agreement; or (iv) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Party not to disclose such information to others (all such information to which none of the foregoing exceptions applies, “Confidential Information”). [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

Confidentiality; Exceptions. Except to the extent expressly authorized by or required for the performance of this Agreement or otherwise agreed in writing, the Parties agree that, during for the term of this Agreement and for [*] thereafter, five years thereafter (or any longer term provided for in any BMS In-License) the receiving Party, its Affiliates, its licensees Affiliates and its sublicensees shall(collectively, the "receiving Party") shall keep, and shall ensure that their respective employees, its officers and directors shallkeep, keep completely confidential and shall not publish or otherwise disclose and shall not use for any purpose inconsistent with this Agreement any information furnished to it or them by the other disclosing Party, its Affiliates, its licensees Affiliates or its sublicensees or developed under or in connection with this Agreementthat is marked as confidential or, except to if furnished orally, that the extent that it can be established by disclosing Party notifies the receiving Party by competent proof is confidential within 10 days after such information is furnished, or any information developed pursuant to this Agreement (collectively, "Confidential Information"). This Section 12.3 shall not apply to information that such informationthe receiving Party can establish: (i) is or hereafter becomes generally available to the public other than by reason of any default with respect to a confidentiality obligation; (ii) was already known to the receiving Party when disclosed by the disclosing Party, other than under an obligation of confidentiality, at the time of disclosure as evidenced by the other Partyprior written records; (ii) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (iii) became generally available to the public or was otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; or (iv) was is disclosed to the receiving Party, other than under an obligation of confidentiality, Party by a Third Party who had no reasonably was not known by the receiving Party to be in default of any confidentiality obligation to the disclosing Party not to disclose such information to others (all such information to which none of the foregoing exceptions applies, “Confidential Information”). [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amendedParty.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, during the term of this Agreement and for [*] thereafter, the receiving five years thereafter each Party, its Affiliates, its licensees Affiliates and its sublicensees shallSublicensees, and if any (collectively, a "receiving Party"), shall ensure that use their respective employees, officers and directors shall, best efforts to keep completely confidential and confidential, shall not publish or otherwise disclose and shall not use for any purpose other than the performance of this Agreement both the financial terms of this Agreement and any information furnished to it or them by the other Party, its Affiliates, its licensees Affiliates or its sublicensees Sublicensees, if any (collectively, a "disclosing Party"), or developed under or in connection with the Research Program pursuant to this AgreementAgreement (and shall ensure that its and its Affiliates' and its Sublicensees' respective directors, officers, employees or agents do likewise), except to the extent that it can be established by the receiving Party by competent proof that such information: (i) is, or hereafter becomes, generally available to the public other than by reason of any default by the receiving Party with respect to its confidentiality obligations hereunder; (ii) was already known to the receiving Party, other than under an obligation of confidentiality, Party at the time of disclosure by the other Party; (ii) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving disclosing Party; (iii) became generally available was lawfully disclosed to the public or was otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party by a Third Party who was not in breach default of this Agreementany confidentiality obligation to the disclosing Party; or (iv) was disclosed to is independently developed by or for the receiving Party, other than under an obligation of confidentiality, Party without reference to or reliance upon the information furnished by a Third Party who had no obligation to the disclosing Party not to disclose such information to others (all such information to which none of the foregoing exceptions applies, “"Confidential Information”"). [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, during the term of this Agreement and for [*] ten years thereafter, the receiving Party, its Affiliates, Affiliates and its licensees and its sublicensees shall, and shall ensure that their respective employees, officers officers, directors and directors other representatives shall, keep completely confidential and not publish or otherwise disclose and not use for any purpose any information furnished to it or them by the other disclosing Party, its Affiliates, Affiliates or its licensees or its sublicensees or developed under or in connection with this Agreement, except to the extent that it can be established by the receiving Party by competent proof that such information: (i) was already known to the receiving Party, other than under an obligation of confidentiality, at the time of disclosure by the other disclosing Party; (ii) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (iii) became generally available to the public or was otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; or (iv) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Party not to disclose such information to others (all such information to which none of the foregoing exceptions applies, “Confidential Information”shall be deemed "CONFIDENTIAL INFORMATION"). [*] = Certain confidential information contained in this document47 Confidential treatment requested by Xxxxxxx-Xxxxx Squibb Company, marked by brackets, has been omitted Xxxxxxx-Xxxxx Squibb Biologics Company and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amendedImClone Systems Incorporated.

Confidentiality; Exceptions. Except to the extent expressly authorized by or required for the performance of this Agreement or otherwise agreed in writing, the Parties agree that, during for the term of this Agreement and for [*] thereafter, five years thereafter (or any longer term provided for in any BMS In-License) the receiving Party, its Affiliates, its licensees Affiliates and its sublicensees shall(collectively, the “receiving Party”) shall keep, and shall ensure that their respective employees, its officers and directors shallkeep, keep completely confidential and shall not publish or otherwise disclose and shall not use for any purpose inconsistent with this Agreement any information furnished to it or them by the other disclosing Party, its Affiliates, its licensees Affiliates or its sublicensees or developed under or in connection with this Agreementthat is marked as confidential or, except to if furnished orally, that the extent that it can be established by disclosing Party notifies the receiving Party by competent proof is confidential within 10 days after such information is furnished, or any information developed pursuant to this Agreement (collectively, “Confidential Information”). This Section 12.3 shall not apply to information that such informationthe receiving Party can establish: (i) is or hereafter becomes generally available to the public other than by reason of any default with respect to a confidentiality obligation; (ii) was already known to the receiving Party when disclosed by the disclosing Party, other than under an obligation of confidentiality, at the time of disclosure as evidenced by the other Partyprior written records; (ii) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (iii) became generally available to the public or was otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; or (iv) was is disclosed to the receiving Party, other than under an obligation of confidentiality, Party by a Third Party who had no reasonably was not known by the receiving Party to be in default of any confidentiality obligation to the disclosing Party not to disclose such information to others (all such information to which none of the foregoing exceptions applies, “Confidential Information”). [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amendedParty.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, during the term of this Agreement and for [*] thereafter, the receiving five years thereafter each Party, its Affiliates, its licensees Affiliates and its sublicensees shallSublicensees, and if any (collectively, a “receiving Party”), shall ensure that use their respective employees, officers and directors shall, best efforts to keep completely confidential and confidential, shall not publish or otherwise disclose and shall not use for any purpose other than the performance of this Agreement both the financial terms of this Agreement and any information furnished to it or them by the other Party, its Affiliates, its licensees Affiliates or its sublicensees Sublicensees, if any (collectively, a “disclosing Party”), or developed under or in connection with the Research Program or any product development efforts pursuant to this AgreementAgreement (and shall ensure that its and its Affiliates’ and its Sublicensees’ respective directors, officers, employees or agents do likewise), except to the extent that it can be established by the receiving Party by competent proof that such information: (i) is, or hereafter becomes, generally available to the public other than by reason of any default by the receiving Party with respect to its confidentiality obligations hereunder; or, (ii) with respect to information disclosed by one Party to the other Party (a) was already known to the receiving Party, other than under an obligation of confidentiality, Party at the time of disclosure by the other disclosing Party; (iib) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (iii) became generally available to the public or was otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; or (iv) was lawfully disclosed to the receiving Party, other than under an obligation of confidentiality, Party by a Third Party who had no was not in default of any confidentiality obligation to the disclosing Party; or (c) is independently developed by or for the receiving Party not without reference to disclose such or reliance upon the information to others furnished by the disclosing Party (all such information to which none of the foregoing exceptions applies, “Confidential Information”). [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, during the term of this Agreement and for [*] thereafter, the receiving five years thereafter each Party, its Affiliates, its licensees Affiliates and its sublicensees shallSublicensees, and if any (collectively, a “receiving Party”), shall ensure that use their respective employees, officers and directors shall, best efforts to keep completely confidential and confidential, shall not publish or otherwise disclose and shall not use for any purpose other than the performance of this Agreement both the financial terms of this Agreement and any information Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential Investment under Rule 24b-2 under the Securities Exchange Act of 1934. furnished to it or them by the other Party, its Affiliates, its licensees Affiliates or its sublicensees Sublicensees, if any (collectively, a “disclosing Party”), or developed under or in connection with the Research Program or any product development efforts pursuant to this AgreementAgreement (and shall ensure that its and its Affiliates’ and its Sublicensees’ respective directors, officers, employees or agents do likewise), except to the extent that it can be established by the receiving Party by competent proof that such information: (i) is, or hereafter becomes, generally available to the public other than by reason of any default by the receiving Party with respect to its confidentiality obligations hereunder; or, (ii) with respect to information disclosed by one Party to the other Party (a) was already known to the receiving Party, other than under an obligation of confidentiality, Party at the time of disclosure by the other disclosing Party; (iib) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (iii) became generally available to the public or was otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; or (iv) was lawfully disclosed to the receiving Party, other than under an obligation of confidentiality, Party by a Third Party who had no was not in default of any confidentiality obligation to the disclosing Party; or (c) is independently developed by or for the receiving Party not without reference to disclose such or reliance upon the information to others furnished by the disclosing Party (all such information to which none of the foregoing exceptions applies, “Confidential Information”). [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

Confidentiality; Exceptions. Except to the extent expressly authorized by or required for the performance of this Agreement or otherwise agreed in writing, the Parties agree that, during for the term of this Agreement and for [*] thereafter, five years thereafter the receiving Party, its Affiliates, its licensees Affiliates and its sublicensees shall(collectively, the "receiving Party") shall keep, and shall ensure that their respective employees, its officers and directors shallkeep, keep completely confidential and shall not publish or otherwise disclose and shall not use for any purpose inconsistent with this Agreement any information furnished to it or them by the other disclosing Party, its Affiliates, its licensees Affiliates or its sublicensees or developed under or in connection with this Agreementthat is marked as confidential or, except to if furnished orally, that the extent that it can be established by disclosing Party notifies the receiving Party by competent proof is confidential within 30 days after such information is furnished, or any information developed pursuant to this Agreement (collectively, "Confidential Information"). This Section 11.1 shall not apply to information that such informationthe receiving Party can establish: (i) is or hereafter becomes generally available to the public other than by reason of any default with respect to a confidentiality obligation; (ii) was already known to the receiving Party when disclosed by the disclosing Party, other than under an obligation of confidentiality, at the time of disclosure as evidenced by the other Partyprior written records; (ii) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (iii) became generally available to the public or was otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; or (iv) was is disclosed to the receiving Party, other than under an obligation of confidentiality, Party by a Third Party who had no reasonably was not known by the receiving Party to be in default of any confidentiality obligation to the disclosing Party not to disclose such information to others (all such information to which none of the foregoing exceptions applies, “Confidential Information”). [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amendedParty.

Confidentiality; Exceptions. Except Subject to Section 11.5 and except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, during the term of this Agreement and Agreement, for [*] ten (10) years thereafter, the receiving Party, its Affiliates, its licensees and its sublicensees shall, and shall ensure that their respective employees, officers and directors shall, keep completely confidential and not publish or otherwise disclose and not use for any purpose any information furnished to it or them by the other Party, its Affiliates, its licensees or its sublicensees or developed under or in connection with this Agreement, except to the extent that it can be established by the receiving Party by competent proof that such information: (i) was already known to the receiving Party, other than under an obligation of confidentiality, at the time of disclosure by the other Party; (ii) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (iii) became generally available to the public or was otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; or (iv) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Party not to disclose such information to others others; or (v) was independently developed by the receiving Party without use of the disclosing Party's information (all such information to which none of the foregoing exceptions applies, “shall be deemed "Confidential Information”"). [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, during the term of this Agreement and for [*] ten (10) years thereafter, the receiving Party, its Affiliates, its licensees and its sublicensees shall, and shall ensure that their respective employees, officers and directors shall, keep completely confidential and not publish or otherwise disclose and not use for any purpose any information furnished to it or them by the other Party, its Affiliates, its licensees or its sublicensees or developed under or in connection with this Agreement, except to the extent that it can be established by the receiving Party by competent proof that such information: (i) was already known to the receiving Party, other than under an obligation of confidentiality, at the time of disclosure by the other Party; (ii) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (iii) became generally available to the public or was otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; or (iv) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Party not to disclose such information to others (all such information to which none of the foregoing exceptions applies, “shall be deemed "Confidential Information”"). [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, during that a Party receiving or accessing Confidential Information of the term of this Agreement and for [*] thereafter, other Party or its Affiliates (the receiving “Receiving Party, its Affiliates, its licensees and its sublicensees shall, ”) shall keep confidential and shall ensure that their respective employees, officers and directors shall, keep completely confidential and not publish or otherwise disclose and not or use for any purpose other than as provided for in this Agreement, from the Execution Date until [*], any information furnished Confidential Information which is disclosed to it or them by the other Party, its Affiliates, its licensees Party or its sublicensees Affiliates (the “Disclosing Party”) or developed otherwise received or accessed by a Receiving Party in the course of performing its obligations or exercising its rights under or in connection with this Agreement, except to the extent that it can be established by the receiving Receiving Party by competent proof that such informationConfidential Information: (ia) was already known in the lawful knowledge and possession of the Receiving Party prior to the receiving time it was disclosed to, or learned by, the Receiving Party, other than under an obligation of confidentiality, at the time of disclosure or was otherwise developed independently by the Receiving Party, as evidenced by written records kept in the ordinary course of business, or other documentary proof of actual knowledge by the Receiving Party; (iib) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Receiving Party; (iiic) became generally available to the public or was otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Receiving Party in breach of this Agreement; or (ivd) was disclosed to the receiving Receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Disclosing Party not to disclose such information to others (all such information to which none of the foregoing exceptions applies, “Confidential Information”)others. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.9.2

Confidentiality; Exceptions. Except to Notwithstanding the extent expressly authorized by this Agreement or otherwise agreed in writingforegoing, the Parties agree that, during the term provisions of this Agreement Sections 8.1 and for [*] thereafter, the receiving Party, its Affiliates, its licensees and its sublicensees shall, and 8.2 shall ensure not apply to Confidential Information that their respective employees, officers and directors shall, keep completely confidential and not publish or otherwise disclose and not use for any purpose any information furnished to it or them by the other Party, its Affiliates, its licensees or its sublicensees or developed under or in connection with this Agreement, except to the extent that it can be established by the receiving Party by competent proof that such information: (i) was already known is or becomes generally available to the receiving Party, public other than under an obligation as a result of confidentiality, at the time of a disclosure by the other PartyReceiving Party in violation of the Agreement; (ii) was generally available to the public or otherwise part of Receiving Party on a non-confidential basis prior to its [ ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES EXCHANGE ACT OF 1933, AS AMENDED. disclosure by the public domain at the time of its disclosure to the receiving Disclosing Party; (iii) became generally becomes available to the public or was otherwise part of the public domain after its disclosure and Receiving Party on a non-confidential basis from a third party other than through a Disclosing Party who is not otherwise bound by a confidentiality agreement with the Disclosing Party, or is otherwise not under an obligation to the Disclosing Party not to transmit the information to the Receiving Party; (iv) is already in the Receiving Party’s possession free of any act or omission confidentiality obligations with respect thereto at the time of the receiving Party in breach of this Agreementdisclosure; or (ivv) was disclosed independently developed by the Receiving Party without reference to or use of Confidential Information. Each Party may disclose Confidential Information (1) in response to an order of a court or other governmental body; provided however, that the Party making the disclosure pursuant to the receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation order shall first have given notice to the disclosing other Party not and made a reasonable effort to obtain a protective order; (2) as required by law or regulation to be disclosed; or (3) in order to establish a Party’s rights under this Agreement, including to make such court filings as may be required; provided however, that in each case, the Party required to disclose minimizes such information disclosure to others (all such information to which none of the foregoing exceptions applies, “Confidential Information”). [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amendedextent legally permissible.

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, during the term of this Agreement and for [*] thereafter, that the receiving Party (the “Receiving Party, its Affiliates, its licensees and its sublicensees shall, ”) shall keep confidential and shall ensure that their respective employees, officers and directors shall, keep completely confidential and not publish or otherwise disclose and not or use for any purpose other than as provided for in this Agreement any information furnished or other confidential and proprietary information and materials, patentable or otherwise, in any form (written, oral, photographic, electronic, magnetic, or otherwise) which is disclosed under this Agreement or was disclosed under the License Agreement to it or them by the other Party (the “Disclosing Party, ”) or otherwise received or accessed by a Receiving Party in the course of performing its Affiliates, obligations or exercising its licensees rights under the License Agreement or its sublicensees or developed under or in connection with this Agreement, including but not limited to trade secrets, know-how, inventions or discoveries, proprietary information, formulae, processes, techniques and information relating to a Party’s past, present and future marketing, financial, and research and development activities of any product or potential product or useful technology of the Disclosing Party and the pricing thereof (collectively, “Confidential Information”), except to the extent that it can be established by the receiving Receiving Party by competent proof that such informationConfidential Information: (ia) was already known in the lawful knowledge and possession of the Receiving Party prior to the receiving time it was disclosed to, or learned by, the Receiving Party, other than under an obligation of confidentiality, at the time of disclosure or was otherwise developed independently by the Receiving Party, as evidenced by contemporaneous written records kept in the ordinary course of business, or other documentary proof of actual use by the Receiving Party; (iib) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving PartyReceiving Party hereunder; (iiic) became generally available to the public or was otherwise part of the public domain after its disclosure hereunder and other than through any act or omission of the receiving Receiving Party in breach of this Agreement or the License Agreement; or (ivd) was disclosed to the receiving Receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Disclosing Party not to disclose such information to others (all such others. All information to which none disclosed under that certain Mutual Confidentiality/Non-Disclosure Agreement between the Parties dated as of the foregoing exceptions appliesMay 24, “Confidential Information”). [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 19332013, as amendedamended December 11, 2014, shall be deemed to be Confidential Information hereunder.