Common use of Confidentiality Obligations Clause in Contracts

Confidentiality Obligations. Each Party or third party whose Confidential Information has been disclosed retains ownership of its Confidential Information. Each Party agrees to (i) protect the Confidential Information received from the Disclosing Party in the same manner as it protects the confidentiality of its own proprietary and confidential materials but in no event with less than reasonable care; and (ii) use the Confidential Information received from the Disclosing Party solely for the purpose of the Agreement. Upon termination of the Agreement or upon written request submitted by the Disclosing Party, whichever comes first, the Receiving Party shall return or destroy, at the Disclosing Party’s choice, all of the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, AVEVA shall not be required to return or destroy any such Confidential Information if such return or destruction is impracticable or technically infeasible. Except with respect to its Affiliates, employees, contractors, or agents who need to know Confidential Information in order to support the performance of such Party’s obligations related to the Agreement, and who are contractually bound by confidentiality obligations that are at least as protective as those contained in the Agreement, neither Party shall, disclose to any person any Confidential Information received from the Disclosing Party without the Disclosing Party’s prior written consent. The Receiving Party will be responsible for any breach of this Section 5 (Confidentiality) by its Affiliates, employees, contractors, and agents and any third party to whom it discloses Confidential Information in accordance with this Section 5 (Confidentiality). For Confidential Information that does not constitute a “trade secret” under applicable law, these confidentiality obligations will expire three (3) years after the termination or expiration of the Agreement. For Confidential Information that constitutes a “trade secret” under applicable law, these confidentiality obligations will continue until such information ceases to constitute a “trade secret” under such applicable law. However, the Receiving Party may disclose Confidential Information pursuant to an order of a court or governmental agency, provided, that, if permitted by applicable law, the Receiving Party shall first notify the Disclosing Party of such order and afford the Disclosing Party the opportunity to seek a protective order relating to such disclosure. Notwithstanding anything to the contrary contained in this Agreement, Customer authorizes AVEVA to collect, use, disclose, and modify in perpetuity information or data (including, but not limited to, general usage information and measurements) that is provided by Customer in connection with the use or receipt of the Products and Support Services (or generated or created in the course of AVEVA providing the Products and Support Services) for the purposes of developing, improving, optimizing, and delivering Products and Support Services; provided, however, that any disclosure of such data shall only include information or data that AVEVA develops or derives from such collected data or information (but such disclosure will not include the actual underlying Confidential Information of Customer).

Confidentiality Obligations. Each 6.1 During the effective term of this Agreement, all customer information (the “Customer Information”) and other related materials in connection with Party or third party whose Confidential B’s Business and Services provided by Party A shall be owned by Party A. 6.2 Notwithstanding the termination of this Agreement, each Party shall be obliged to keep in strict confidence the trade secrets and proprietary information of the other Party acquired during the performance of this Agreement, Customer Information has been disclosed retains ownership jointly owned by both Parties and any non-public information of its the other Party (collectively, the “Confidential Information”). Each Party agrees to (i) protect The receiving party of the Confidential Information received from (the Disclosing Party in the same manner as it protects the confidentiality of its own proprietary and confidential materials but in no event with less than reasonable care; and (ii“Receiving Party”) use shall not disclose the Confidential Information received or any part thereof to any third parties unless it has obtained the prior written consent of the other Party, or required by relevant laws and regulations or the rules of the relevant stock exchange. The Receiving Party shall not use, directly or indirectly, such Confidential Information or any part thereof for purposes other than performing its obligations under this Agreement. 6.3 The Confidential Information shall not include any information which: (a) as shown by written evidence, was rightfully known to the Receiving Party previously; (b) enters the public domain through no fault of the Receiving Party or is known by the public for other reasons; or (c) is rightfully acquired by the Receiving Party from other sources subsequently. 6.4 The Receiving Party may disclose the Disclosing Party Confidential Information to its relevant employees, agents or professionals it retains, provided that it shall ensure that such persons shall be bound by this Agreement, keep the Confidential Information confidential, and use such Confidential Information solely for the purpose of the performing this Agreement. . 6.5 Upon termination of the Agreement or upon written request submitted by the Disclosing Party, whichever comes firstthis Agreement, the Receiving Party of the Confidential Information shall return any and all documents, information or destroy, at the Disclosing Party’s choice, all of the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, AVEVA shall not be required to return or destroy software containing any such Confidential Information if to the original owner or provider of such return Confidential Information; or destruction is impracticable with prior consent of the original owner or technically infeasible. Except with respect to its Affiliatesprovider, employees, contractors, or agents who need to know destroy them which includes deleting all of such Confidential Information in order to support the performance of such Party’s obligations related to the Agreementfrom any memory devices, and who are contractually bound by confidentiality obligations cease to use such Confidential Information. 6.6 The Parties agree that are at least as protective as those contained in this Article shall survive the Agreementamendment, neither Party shall, disclose to any person any Confidential Information received from the Disclosing Party without the Disclosing Party’s prior written consent. The Receiving Party will be responsible for any breach rescission or termination of this Section 5 (Confidentiality) by its Affiliates, employees, contractors, and agents and any third party to whom it discloses Confidential Information in accordance with this Section 5 (Confidentiality). For Confidential Information that does not constitute a “trade secret” under applicable law, these confidentiality obligations will expire three (3) years after the termination or expiration of the Agreement. For Confidential Information that constitutes a “trade secret” under applicable law, these confidentiality obligations will continue until such information ceases to constitute a “trade secret” under such applicable law. However, the Receiving Party may disclose Confidential Information pursuant to an order of a court or governmental agency, provided, that, if permitted by applicable law, the Receiving Party shall first notify the Disclosing Party of such order and afford the Disclosing Party the opportunity to seek a protective order relating to such disclosure. Notwithstanding anything to the contrary contained in this Agreement, Customer authorizes AVEVA to collect, use, disclose, and modify in perpetuity information or data (including, but not limited to, general usage information and measurements) that is provided by Customer in connection with the use or receipt of the Products and Support Services (or generated or created in the course of AVEVA providing the Products and Support Services) for the purposes of developing, improving, optimizing, and delivering Products and Support Services; provided, however, that any disclosure of such data shall only include information or data that AVEVA develops or derives from such collected data or information (but such disclosure will not include the actual underlying Confidential Information of Customer).

Confidentiality Obligations. Each Party or third party whose 8.1 During the term of this Agreement and after the termination of this Agreement, the Parties shall maintain the business secrets, exclusive information, customer information and all other information with confidential nature regarding other Parties obtained during the entry into and performance of this Agreement (“Confidential Information Information”) in strict confidence. Except where prior written consent has been disclosed retains ownership of its Confidential Information. Each obtained from the Party agrees to (i) protect disclosing the Confidential Information received from or where disclosure to a third party is mandated by relevant laws and regulations or by the Disclosing requirements of the listing place of a Party’s affiliate, or where the disclosure is made during the proceedings of any suit, arbitration or other legal proceedings or made, in relation to the aforesaid legal proceedings, to the courts, arbitration institutions, or relevant implementation or regulatory authorities of the legal proceedings, the Party in the same manner as it protects the confidentiality of its own proprietary and confidential materials but in no event with less than reasonable care; and (ii) use receiving the Confidential Information received from shall not disclose any Confidential Information to any other third party; the Disclosing Party solely receiving the Confidential Information shall not directly or indirectly use any Confidential Information other than for the purpose of performing this Agreement. 8.2 The following information shall not constitute Confidential Information: 8.2.1 any information that has already been previously obtained by the Agreement. Upon termination receiving Party in a lawful manner as proved by written records; 8.2.2 any information that enters the public domain not due to the fault of the receiving Party; or 8.2.3 any information lawfully acquired by the receiving Party from other sources after the receipt of relevant information. 8.3 A receiving Party may disclose the Confidential Information to its or its related parties’ relevant employees, agents, lenders or potential lenders (including the agents or trustees of the lenders), financing arrangers or potential financing arrangers or their appointed professionals, provided that such receiving Party shall ensure that the aforesaid persons comply with relevant terms and conditions of this Agreement or upon written request submitted (as for any lenders (including the agents or trustees of the lenders) or the financing arrangers) relevant terms and conditions of the separately executed confidentiality agreements, and the receiving Party shall assume any liability arising out of the breach by the Disclosing Party, whichever comes firstaforesaid persons of such relevant terms and conditions. 8.4 Notwithstanding any other provisions of this Agreement, the Receiving Party shall return or destroy, at the Disclosing Party’s choice, all validity of the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, AVEVA this section shall not be required to return or destroy affected by any such Confidential Information if such return or destruction is impracticable or technically infeasible. Except with respect to its Affiliates, employees, contractors, or agents who need to know Confidential Information in order to support the performance of such Party’s obligations related to the Agreement, and who are contractually bound by confidentiality obligations that are at least as protective as those contained in the Agreement, neither Party shall, disclose to any person any Confidential Information received from the Disclosing Party without the Disclosing Party’s prior written consent. The Receiving Party will be responsible for any breach termination of this Section 5 (Confidentiality) by its Affiliates, employees, contractors, and agents and any third party to whom it discloses Confidential Information in accordance with this Section 5 (Confidentiality). For Confidential Information that does not constitute a “trade secret” under applicable law, these confidentiality obligations will expire three (3) years after the termination or expiration of the Agreement. For Confidential Information that constitutes a “trade secret” under applicable law, these confidentiality obligations will continue until such information ceases to constitute a “trade secret” under such applicable law. However, the Receiving Party may disclose Confidential Information pursuant to an order of a court or governmental agency, provided, that, if permitted by applicable law, the Receiving Party shall first notify the Disclosing Party of such order and afford the Disclosing Party the opportunity to seek a protective order relating to such disclosure. Notwithstanding anything to the contrary contained in this Agreement, Customer authorizes AVEVA to collect, use, disclose, and modify in perpetuity information or data (including, but not limited to, general usage information and measurements) that is provided by Customer in connection with the use or receipt of the Products and Support Services (or generated or created in the course of AVEVA providing the Products and Support Services) for the purposes of developing, improving, optimizing, and delivering Products and Support Services; provided, however, that any disclosure of such data shall only include information or data that AVEVA develops or derives from such collected data or information (but such disclosure will not include the actual underlying Confidential Information of Customer).

Confidentiality Obligations. Each Party or third party whose 8.1 During the term of this Agreement and after the termination of this Agreement, the Parties shall maintain in strict confidence the business secrets, exclusive information, customer information and any other information with confidential nature regarding other Parties obtained during the entry into and performance of this Agreement (“Confidential Information Information”). Except where prior written consent has been disclosed retains ownership of its Confidential Information. Each obtained from the Party agrees to (i) protect disclosing the Confidential Information received from or where disclosure to a third party is mandated by relevant laws or regulations or by the Disclosing requirements of the listing place of a Party’s affiliate, or where the disclosure is made during the proceedings of any suit, arbitration or other legal proceedings or made, in relation to the aforesaid legal proceedings, to the courts, arbitration institutions, or relevant implementation or regulatory authorities, the Party in the same manner as it protects the confidentiality of its own proprietary and confidential materials but in no event with less than reasonable care; and (ii) use receiving the Confidential Information received from shall not disclose any Confidential Information to any other third party; the Disclosing Party solely receiving the Confidential Information shall not directly or indirectly use any Confidential Information other than for the purpose of performing this Agreement. 8.2 The following information shall not constitute Confidential Information: (a) any information that has already been previously obtained by the Agreement. Upon termination receiving Party in a lawful manner as proved by written records; or (b) any information that enters the public domain not due to the fault of the receiving Party; or (c) any information lawfully acquired by the receiving Party from other sources after the receipt of relevant information. 8.3 A receiving Party may disclose the Confidential Information to its or its related parties’ relevant employees, agents, lenders or potential lenders (including the agents or trustees of the lenders), financing arrangers or potential financing arrangers or its appointed professionals, provided that such receiving Party shall execute confidentiality agreements or relevant commitment letters with the aforesaid persons to ensure that such persons shall comply with relevant terms and conditions of this Agreement or upon written request submitted (as for any lenders (including the agents or trustees of the lenders) or the financing arrangers) the terms and conditions of the separately executed confidentiality agreements, and the receiving Party shall assume any liability arising out of the breach by the Disclosing Party, whichever comes firstaforesaid persons of such relevant terms and conditions. 8.4 Notwithstanding any other provisions of this Agreement, the Receiving Party shall return or destroy, at the Disclosing Party’s choice, all validity of the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, AVEVA this section shall not be required to return or destroy affected by any such Confidential Information if such return or destruction is impracticable or technically infeasible. Except with respect to its Affiliates, employees, contractors, or agents who need to know Confidential Information in order to support the performance of such Party’s obligations related to the Agreement, and who are contractually bound by confidentiality obligations that are at least as protective as those contained in the Agreement, neither Party shall, disclose to any person any Confidential Information received from the Disclosing Party without the Disclosing Party’s prior written consent. The Receiving Party will be responsible for any breach termination of this Section 5 (Confidentiality) by its Affiliates, employees, contractors, and agents and any third party to whom it discloses Confidential Information in accordance with this Section 5 (Confidentiality). For Confidential Information that does not constitute a “trade secret” under applicable law, these confidentiality obligations will expire three (3) years after the termination or expiration of the Agreement. For Confidential Information that constitutes a “trade secret” under applicable law, these confidentiality obligations will continue until such information ceases to constitute a “trade secret” under such applicable law. However, the Receiving Party may disclose Confidential Information pursuant to an order of a court or governmental agency, provided, that, if permitted by applicable law, the Receiving Party shall first notify the Disclosing Party of such order and afford the Disclosing Party the opportunity to seek a protective order relating to such disclosure. Notwithstanding anything to the contrary contained in this Agreement, Customer authorizes AVEVA to collect, use, disclose, and modify in perpetuity information or data (including, but not limited to, general usage information and measurements) that is provided by Customer in connection with the use or receipt of the Products and Support Services (or generated or created in the course of AVEVA providing the Products and Support Services) for the purposes of developing, improving, optimizing, and delivering Products and Support Services; provided, however, that any disclosure of such data shall only include information or data that AVEVA develops or derives from such collected data or information (but such disclosure will not include the actual underlying Confidential Information of Customer).

Confidentiality Obligations. Each Party Supplier will not disclose or third party whose use Purchaser Confidential Information has been disclosed retains ownership of other than to perform its Confidential Informationobligations under this Agreement or as otherwise allowed under this Section 14.1. Each Party agrees to (i) Supplier will protect the Confidential Information received from using the Disclosing Party in the same manner as appropriate degree of care with which it protects the confidentiality of its own proprietary or its other customers’ confidential information, and confidential materials but in any event, no event with less than reasonable care; and (ii) use . Supplier Personnel are subject to confidentiality obligations for the Purchaser Confidential Information received from the Disclosing Party solely for the purpose of the as strict as those in this Agreement. Upon termination of the Agreement or upon written request submitted by the Disclosing Party, whichever comes first, the Receiving Party shall return or destroy, at the Disclosing Party’s choice, all of the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, AVEVA shall not be required to return or destroy any such Confidential Information if such return or destruction Supplier is impracticable or technically infeasible. Except with respect to its Affiliates, employees, contractors, or agents who need to know Confidential Information in order to support the performance of such Party’s obligations related to the Agreement, and who are contractually bound by confidentiality obligations that are at least as protective as those contained in the Agreement, neither Party shall, disclose to any person any Confidential Information received from the Disclosing Party without the Disclosing Party’s prior written consent. The Receiving Party will be responsible for any breach or alleged breach of the confidentiality obligations by Supplier Personnel. If Supplier receives any tangible materials constituting Purchaser Confidential Information, then upon Purchaser’s request Supplier will return those materials to Purchaser at the end of the Term or Purchaser’s earlier request. If either Supplier or Purchaser is required by applicable professional standards, rules, or Law to disclose the existence or terms of this Section 5 Agreement or any other Purchaser Confidential Information, then the disclosing Party so required will: (Confidentialitya) give advance notice of the disclosure to the non-disclosing Party (unless prohibited by its AffiliatesLaw); (b) reasonably cooperate with the non-disclosing Party, employeesat the disclosing party’s expense of the Party requesting the cooperation, contractorsif such Party seeks to protect the information requested to be disclosed; and (c) disclose the minimum amount of information legally required to be disclosed. The Parties acknowledge and agree that a Cybersecurity Incident, and agents and any third party to whom it discloses Confidential or unauthorized access or disclosure of Personal Information or Protected Health Information shall not be considered a breach of the confidentiality obligations in accordance with this Section 5 (Confidentiality). For Confidential Information that does not constitute a “trade secret” under applicable law, these confidentiality obligations will expire three (3) years after the termination or expiration of the Agreement. For Confidential Information that constitutes a “trade secret” under applicable law, these confidentiality obligations will continue until such information ceases to constitute a “trade secret” under such applicable law. However, the Receiving Party may disclose Confidential Information pursuant to an order of a court or governmental agency, provided, that, if permitted by applicable law, the Receiving Party shall first notify the Disclosing Party of such order and afford the Disclosing Party the opportunity to seek a protective order relating to such disclosure. Notwithstanding anything to the contrary contained in this Agreement, Customer authorizes AVEVA to collect, use, disclose, and modify in perpetuity information or data (including, but not limited to, general usage information and measurements) that is provided by Customer in connection with the use or receipt of the Products and Support Services (or generated or created in the course of AVEVA providing the Products and Support Services) for the purposes of developing, improving, optimizing, and delivering Products and Support Services; provided, however, that any disclosure of such data shall only include information or data that AVEVA develops or derives from such collected data or information (but such disclosure will not include the actual underlying Confidential Information of Customer)14.1.

Confidentiality Obligations. Each All Information disclosed by one Party to the other Party pursuant to this Agreement, or third party whose pursuant to the Confidential Information has been disclosed retains ownership Agreement by and between Licensee and Company effective as of its June 3, 2016, shall be the “Confidential Information” of the disclosing Party for all purposes hereunder. Each Party agrees that, for the Term and for five (5) years thereafter (or, if shorter, for the longest period allowed under Applicable Law), such Party shall, and shall ensure that its Affiliates, officers, directors, employees and agents shall keep confidential and not publish or otherwise disclose and not use for any purpose except as expressly permitted hereunder any Confidential Information or materials furnished to it by the other Party (i) protect including, without limitation, know-how of the disclosing Party). Confidential Information includes any and all technical, business or other information provided by or on behalf of one Party to the other Party, whether prior to, on or after the Effective Date, or otherwise generated by or on behalf of either or both Parties in connection with this Agreement, including the terms of this Agreement (subject to Section 11.4 and 11.5), information relating to the Licensed Molecule or any Licensed Product (including Regulatory Materials), any Development, Manufacture or Commercialization of the Licensed Molecule or any Licensed Product, any know-how with respect thereto developed by or on behalf of the disclosing Party or its Affiliates or Sublicensees or the scientific, regulatory or business affairs or other activities of either Party (including, for the avoidance of doubt, any such information that is shared pursuant to this Agreement). Any Confidential Information primarily relating to IMMU-132 shall be the Confidential Information received from of both Parties (“IMMU-132 Information”), and each Party shall be deemed both the Disclosing disclosing Party in and the same manner as it protects the confidentiality of its own proprietary and confidential materials but in no event receiving Party with less than reasonable care; and (ii) use respect thereto. Any Confidential Information primarily relating to a Next Generation Product shall be deemed to be the Confidential Information received from of Licensee alone. The foregoing obligations shall not apply to any Information disclosed by a Party hereunder to the Disclosing extent that the receiving Party solely for can demonstrate with competent evidence that such Information: (a) was already known to the purpose receiving Party or its Affiliate, other than under an obligation of the Agreement. Upon termination of the Agreement or upon written request submitted by the Disclosing Party, whichever comes first, the Receiving Party shall return or destroyconfidentiality, at the Disclosing Party’s choice, all time of disclosure; (b) was generally available to the public or otherwise part of the Disclosing Party’s Confidential Information. Notwithstanding public domain, at the foregoing, AVEVA shall not be required to return or destroy any such Confidential Information if such return or destruction is impracticable or technically infeasible. Except with respect to time of its Affiliates, employees, contractors, or agents who need to know Confidential Information in order to support the performance of such Party’s obligations related disclosure to the Agreement, receiving Party; (c) became generally available to the public or otherwise part of the public domain after its disclosure to the receiving Party and who are contractually bound by confidentiality obligations that are at least as protective as those contained other than through any act of the receiving Party in the Agreement, neither Party shall, disclose to any person any Confidential Information received from the Disclosing Party without the Disclosing Party’s prior written consent. The Receiving Party will be responsible for any breach of this Section 5 Agreement; (Confidentialityd) was subsequently lawfully disclosed on a non-confidential basis to the receiving Party or its Affiliate by its Affiliatesa Third Party, employees, contractors, and agents and any third party other than in contravention of a confidentiality or non-use obligation of such Third Party to whom it discloses Confidential Information in accordance with this Section 5 the disclosing Party; or (Confidentiality). For Confidential Information that does not constitute a “trade secret” under applicable law, these confidentiality obligations will expire three (3e) years after the termination was independently developed or expiration discovered by employees of the Agreement. For Confidential Information that constitutes a “trade secret” under applicable law, these confidentiality obligations will continue until such information ceases receiving Party or its Affiliates without reference to constitute a “trade secret” under such applicable law. However, the Receiving Party may disclose Confidential Information pursuant to an order of a court or governmental agency, provided, that, if permitted by applicable law, the Receiving Party shall first notify the Disclosing Party of such order and afford the Disclosing Party the opportunity to seek a protective order relating to such disclosure. Notwithstanding anything to the contrary contained in this Agreement, Customer authorizes AVEVA to collect, use, disclose, and modify in perpetuity information or data (including, but not limited to, general usage information and measurements) that is provided by Customer in connection with the use or receipt of the Products and Support Services (or generated or created in the course of AVEVA providing the Products and Support Services) for the purposes of developing, improving, optimizing, and delivering Products and Support Services; provided, however, that any disclosure of such data shall only include information or data that AVEVA develops or derives from such collected data or information (but such disclosure will not include the actual underlying reliance upon Confidential Information of Customer)the disclosing Party as demonstrated by competent evidence. For clarity, subsections (a) and (e) above do not apply to IMMU-132 Information.

Confidentiality Obligations. Each Party or third party whose Confidential Information has been disclosed retains ownership of its Confidential Information. Each Party agrees to (ia) protect the Confidential Information received from the Disclosing Party in the same manner as it protects the confidentiality of its own proprietary and confidential materials but in no event with less than reasonable care; and (ii) The Parties must not use the Confidential Information received from the Disclosing Party solely other than for the purpose of fulfilling the requirements of, and to give effect to, the performance of the Agreement. (b) The Parties must maintain strict confidentiality in relation to the Confidential Information and must not divulge all or any aspect of the Confidential Information to any person not in its employ or engagement in relation to fulfilling its obligations under the Agreement. (c) If a Party wishes to disclose any of the Confidential Information to its accountant, business, financial or legal adviser (Professional Advisors), it may do so upon advising the other Party and obtaining the prior written consent of the other Party. Upon termination That consent must not be unreasonably withheld. (d) If a Party is uncertain whether any information is Confidential Information, it may seek direction from the other Party before divulging the information to any third party. (e) The Parties must not grant or permit any person to have access to or possession of the Confidential Information. (f) The obligations on the Parties under this clause 9 must not be taken to have been breached to the extent that the Confidential Information: (i) is disclosed by the Parties to its Professional Advisers, officers, employees, agents or subcontractors solely and to the extent necessary in order to comply with obligations or to exercise rights under the Agreement or the Client Agreement; (ii) is disclosed by Parties to its internal management personnel, solely to enable effective management or auditing of related activities of and incidental to fulfilling its obligations under the Agreement or the Client Agreement; or (iii) is authorised or required by law or by order of any regulatory authority, stock exchange, judicial or parliamentary body or governmental agency to be disclosed. (g) Where a Party discloses Confidential Information to another person under clauses 9(f)(i) or 9(f)(ii), that Party must: (i) notify the receiving person that the information is Confidential Information; and (ii) not provide the information unless the receiving person agrees in writing to keep the information confidential. (h) If a Party is required to make a disclosure as described in clause 9(f)(iii) that Party will disclose only the Confidential Information required to comply with the applicable law or order. (i) The Client agrees that it will: (i) treat as confidential information and keep secret during the term of the Agreement and for 2 years after the termination of it all information relating to the business practices or upon clientele of Powernet that is disclosed to it in confidence unless Powernet gives its prior written request submitted consent to such disclosure unless such disclosure is required by the Disclosing Party, whichever comes first, the Receiving Party shall return law or destroy, at the Disclosing Partyrelevant regulatory body; and (ii) not reproduce in whole or in part any report prepared by Powernet for use by any other party without Powernet’s choice, all of the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, AVEVA shall not be required to return or destroy any such Confidential Information if such return or destruction is impracticable or technically infeasible. Except with respect to its Affiliates, employees, contractors, or agents who need to know Confidential Information in order to support the performance of such Partyprior written approval. (j) Powernet’s obligations related to of confidentiality will not merge or be released upon the expiry or termination of the Agreement, and who are contractually bound by confidentiality obligations that are at least as protective as those contained in the Agreement, neither Party shall, disclose to any person any Confidential Information received from the Disclosing Party without the Disclosing Party’s prior written consent. The Receiving Party will be responsible for any breach of this Section 5 (Confidentiality) by its Affiliates, employees, contractors, and agents and any third party to whom it discloses Confidential Information in accordance with this Section 5 (Confidentiality). For Confidential Information that does not constitute a “trade secret” under applicable law, these confidentiality obligations will expire three (3) years after the termination or expiration of the Agreement. For Confidential Information that constitutes a “trade secret” under applicable law, these confidentiality obligations will continue until such information ceases to constitute a “trade secret” under such applicable law. However, the Receiving Party may disclose Confidential Information pursuant to an order of a court or governmental agency, provided, that, if permitted by applicable law, the Receiving Party shall first notify the Disclosing Party of such order and afford the Disclosing Party the opportunity to seek a protective order relating to such disclosure. Notwithstanding anything to the contrary contained in this Agreement, Customer authorizes AVEVA to collect, use, disclose, and modify in perpetuity information or data (including, but not limited to, general usage information and measurements) that is provided by Customer in connection with the use or receipt of the Products and Support Services (or generated or created in the course of AVEVA providing the Products and Support Services) for the purposes of developing, improving, optimizing, and delivering Products and Support Services; provided, however, that any disclosure of such data shall only include information or data that AVEVA develops or derives from such collected data or information (but such disclosure will not include the actual underlying Confidential Information of Customer)thereafter.

Confidentiality Obligations. Each Party or third party whose Confidential Information has been disclosed retains ownership of its Confidential Information. Each (a) The Receiving Party agrees to (i) protect the Confidential Information received from the Disclosing Party in use the same manner as it protects the confidentiality of its own proprietary care and confidential materials but in no event with less than reasonable care; and (ii) use the Confidential Information received from the Disclosing Party solely for the purpose of the Agreement. Upon termination of the Agreement discretion to avoid disclosure, publication or upon written request submitted by the Disclosing Party, whichever comes first, the Receiving Party shall return or destroy, at the Disclosing Party’s choice, all dissemination of the Disclosing Party’s Confidential Information. Notwithstanding Information as it uses with its own similar information that it does not wish to disclose, publish or disseminate; provided that the foregoinginherent disclosure of ideas, AVEVA concepts, know-how or techniques contained in the Disclosing Party’s Confidential Information by the Receiving Party in the use, distribution or marketing of any product or service in connection with activities performed under the Enablement Assistance Agreement shall not be required deemed to return or destroy any such Confidential Information if such return or destruction is impracticable or technically infeasible. Except with respect to its Affiliates, employees, contractors, or agents who need to know Confidential Information be in order to support violation of the performance of such Receiving Party’s obligations related under this Section 9.02(a). Notwithstanding anything to the contrary in any Alliance Agreement, and who are contractually bound by confidentiality obligations that are at least as protective as those contained in the Agreement, neither Receiving Party shall, disclose to any person any may use the Disclosing Party’s Confidential Information received from solely in connection with activities contemplated by the Alliance. The Receiving Party may disclose the Disclosing Party without Party’s Confidential Information to the following parties: (i) its employees and employees of its Subsidiaries who have a need to know; (ii) any other party with the Disclosing Party’s prior written consent. The ; and (iii) where IBM is the Receiving Party, IBM may disclose ACI’s Confidential Information to IBM’s Business Partners and, where ACI is the Receiving Party, ACI may disclose IBM’s Confidential Information to ACI’s authorized distributors, in each case solely with respect to activities performed under the Alliance Agreements; provided that, prior to any such disclosure pursuant to clause (iii) above, the Receiving Party will be responsible for any breach of this Section 5 (Confidentiality) by its Affiliates, employees, contractors, and agents and any third must have a written agreement in a customary form with such party sufficient to require that party to whom it discloses treat such Confidential Information in accordance with this Section 5 Article IX. (Confidentiality). For b) The Receiving Party may disclose the Disclosing Party’s Confidential Information as required by Applicable Law; provided that does (i) if reasonably practicable, the Receiving Party gives the Disclosing Party reasonable notice and opportunity to seek an appropriate protective order or waive compliance with this Article IX and (ii) such Receiving Party shall comply with the provisions under Section 6.02(b), if applicable. If the Disclosing Party waives compliance with this Article IX in accordance with clause (i) of this Section 9.02(b), or after a reasonable amount of time has elapsed from the Receiving Party’s notice, a protective order has not constitute a “trade secret” under applicable lawbeen entered (and, these confidentiality obligations will expire three (3) years after if applicable, the termination or expiration of the Agreement. For Confidential Information that constitutes a “trade secret” under applicable law, these confidentiality obligations will continue until such information ceases to constitute a “trade secret” under such applicable law. HoweverParties have complied with Section 6.02(b)), the Receiving Party may disclose that portion of such Confidential Information pursuant which its in-house or outside counsel advises that it is compelled to disclose. (c) Non-public information of ACI may also be considered material to ACI for purposes of Federal and state securities laws and Commission rules and regulations. IBM acknowledges that it is aware of the United States securities laws regarding the possession of material non-public information concerning a company whose shares are publicly traded on an order exchange. (d) (i) ACI acknowledges that IBM is in the business of providing consulting services and developing computer software for a court wide variety of clients and ACI understands that IBM will continue these activities and (ii) IBM acknowledges that ACI is in the business of developing electronic payment software applications and IBM understands that ACI will continue these activities. Accordingly, nothing in this Article IX shall preclude or governmental agencylimit IBM from providing consulting services and/or developing software or materials for itself or other entities, providedor ACI from developing electronic payment software applications, thatirrespective of the possible similarity to materials which might be delivered to or received from the other Party, if permitted including screen formats, structure, sequence and organization. (e) The Receiving Party shall, upon written request by applicable lawthe Disclosing Party, at any time, instruct its personnel that have been granted access to Confidential Information to promptly destroy any Confidential Information in their possession; provided that the Receiving Party shall first notify the Disclosing Party be permitted to retain a copy of such order Confidential Information solely for archival purposes. Notwithstanding the destruction of Confidential Information, or the failure to so destroy Confidential Information, the Parties shall continue to be bound, for any remaining term hereunder, by the rights and afford the Disclosing Party the opportunity to seek a protective order relating to such disclosure. obligations of confidentiality hereunder. (f) Notwithstanding anything to the contrary contained in this AgreementArticle IX, Customer authorizes AVEVA to collect, use, disclose, and modify in perpetuity information the event of any breach or data (including, but not limited to, general usage information and measurements) that is provided by Customer in connection with the use or receipt threatened breach of any of the Products and Support Services (provisions of this Article IX, the aggrieved Party, in addition to any other remedies it may have at law or generated or created in the course of AVEVA providing the Products and Support Services) for the purposes of developingequity, improving, optimizing, and delivering Products and Support Services; provided, however, that any disclosure of such data shall only include information or data that AVEVA develops or derives from such collected data or information (but such disclosure will not include the actual underlying Confidential Information of Customer)is entitled to seek injunctive relief.

Confidentiality Obligations. Each 6.1 During the term of this Agreement, all customer information and other relevant materials with respect to Party B’s Business and the Services provided by Party A (“Customer Information”) shall belong to Party A. 6.2 Regardless of whether this Agreement has been terminated, Party A and Party B shall maintain in strict confidence the business secrets, exclusive information, Customer Information and other relevant materials and any other non-public information of the other Party obtained during the entry into and performance of this Agreement (“Confidential Information”). Except where prior written consent has been obtained from the other Party or where disclosure to a third party whose Confidential Information has been disclosed retains ownership is mandated by relevant laws and regulations or by rules of its Confidential Information. Each relevant stock exchanges, or where the disclosure is made during the proceedings of any suit, arbitration or other legal proceedings or made, in relation to the aforesaid legal proceedings, to the courts, arbitration institutions, or relevant implementation or regulatory authorities, the Party agrees to (i) protect receiving the Confidential Information received from the Disclosing Party in the same manner as it protects the confidentiality of its own proprietary and confidential materials but in no event with less than reasonable care; and (ii“Receiving Party”) use shall not disclose the Confidential Information received or any part of it to any other third party; the Receiving Party shall not directly or indirectly use any Confidential Information or any part of it other than for the purpose of performing this Agreement. 6.3 The following information shall not constitute the Confidential Information: 6.3.1 any information that has already been previously obtained by the Receiving Party in a lawful manner as proved by written records; or 6.3.2 any information that enters the public domain not due to the fault of the Receiving Party or becomes known to the public due to other reasons; or 6.3.3 any information lawfully acquired by the Receiving Party from other sources thereafter. 6.4 The Receiving Party may disclose the Disclosing Confidential Information to its or its related parties’ relevant employees, agents, lenders or potential lenders (including the agents or trustees of the lenders), financing arrangers or potential financing arrangers or its appointed professionals, provided that such Receiving Party shall ensure that the aforesaid persons shall be subject to this Agreement or (as for any lenders (including the agents or trustees of the lenders) or the financing arrangers) the separately executed confidentiality agreements so as to keep the Confidential Information in confidence, and shall use such Confidential Information solely for the purpose of the performing this Agreement. . 6.5 Upon termination of the Agreement or upon written request submitted by the Disclosing Party, whichever comes firstthis Agreement, the Receiving Party of the Confidential Information shall return any document, material or destroy, at software containing Confidential Information to the Disclosing Party’s choice, all original owner or provider of the Disclosing Party’s Confidential Information. Notwithstanding , or shall destroy the foregoing, AVEVA shall not be required to return or destroy any such Confidential Information if such return upon the approval of the original owner or destruction is impracticable or technically infeasible. Except with respect to its Affiliatesprovider, employees, contractors, or agents who need to know including deletion of any Confidential Information in order to support the performance of such Party’s obligations related to the Agreementany relevant memory storage device, and who are contractually bound by confidentiality obligations that are at least as protective as those contained in the Agreementshall not continue to use such Confidential Information. 6.6 The Parties agree that, neither Party shallregardless of whether this Agreement is amended, disclose to any person any Confidential Information received from the Disclosing Party without the Disclosing Party’s prior written consent. The Receiving Party will be responsible for any breach of canceled or terminated, this Section 5 (Confidentiality) by its Affiliates, employees, contractors, and agents and any third party to whom it discloses Confidential Information in accordance with this Section 5 (Confidentiality). For Confidential Information that does not constitute a “trade secret” under applicable law, these confidentiality obligations will expire three (3) years after the termination or expiration of the Agreement. For Confidential Information that constitutes a “trade secret” under applicable law, these confidentiality obligations provision will continue until such information ceases to constitute a “trade secret” under such applicable law. However, the Receiving Party may disclose Confidential Information pursuant to an order of a court or governmental agency, provided, that, if permitted by applicable law, the Receiving Party shall first notify the Disclosing Party of such order and afford the Disclosing Party the opportunity to seek a protective order relating to such disclosure. Notwithstanding anything to the contrary contained in this Agreement, Customer authorizes AVEVA to collect, use, disclose, and modify in perpetuity information or data (including, but not limited to, general usage information and measurements) that is provided by Customer in connection with the use or receipt of the Products and Support Services (or generated or created in the course of AVEVA providing the Products and Support Services) for the purposes of developing, improving, optimizing, and delivering Products and Support Services; provided, however, that any disclosure of such data shall only include information or data that AVEVA develops or derives from such collected data or information (but such disclosure will not include the actual underlying Confidential Information of Customer)be effective.

Confidentiality Obligations. Each Party or third party whose 9.1 THE COMPANY agrees to BNM to keep confidential all Confidential Information has been disclosed retains ownership of its that THE COMPANY shall have obtained or received from BNM pursuant to this Agreement, in whatever form, concerning the Confidential Information. Each Party agrees , including the existence of this Agreement. 9.2 THE COMPANY undertakes to (i) BNM to take all precautions necessary to carry out its obligation under clause 9.1 and shall have THE COMPANY in place against any unauthorized disclosure to any person other than its employees, subcontractors, authorized agents or other authorized or appointed person who have a professional need to have access to the Confidential Information. 9.3 THE COMPANY shall take all such reasonable steps to ensure compliance with the provisions of clause 9.1 and 9.2 by its employees, subcontractors, authorized agents or any other persons whether authorized or appointed by it. 9.4 THE COMPANY shall promptly notify BNM in writing of any unauthorised misappropriation, disclosure or use by any person of such Confidential Information and to take all reasonable steps requested by BNM at THE COMPANY’s own expense and costs to limit, stop or otherwise remedy such misappropriation, disclosure or use; and institute and/or maintain such procedures as are reasonably required to maintain the confidentiality of the Confidential Information, and shall apply at least the same level of care as it employs to protect its own confidential information of like nature. 9.5 Unless authorised in writing by BNM, THE COMPANY shall not disclose the whole or any part of the Confidential Information received from to any third party. 9.6 However, BNM authorizes THE COMPANY to disclose Confidential Information to THE COMPANY’s subcontractors in accordance with the Disclosing Party in terms of this Agreement. For the avoidance of doubt, the same manner as it protects the confidentiality obligations and level of its own proprietary and confidential materials but care applicable to THE COMPANY in no event with less than reasonable care; and (ii) use relation to the Confidential Information received from the Disclosing Party solely for the purpose of the Agreement. Upon will apply to its employees, subcontractors, authorized agents or any other persons whether authorized or appointed. 9.7 The foregoing obligations as to confidentiality shall survive any termination of the Agreement or upon written request submitted by the Disclosing Party, whichever comes first, the Receiving Party shall return or destroy, at the Disclosing Party’s choice, all of the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, AVEVA shall not be required to return or destroy any such Confidential Information if such return or destruction is impracticable or technically infeasible. Except with respect to its Affiliates, employees, contractors, or agents who need to know Confidential Information in order to support the performance of such Party’s obligations related to the Agreement, and who are contractually bound by confidentiality obligations that are at least as protective as those contained in the Agreement, neither Party shall, disclose to any person any Confidential Information received from the Disclosing Party without the Disclosing Party’s prior written consent. The Receiving Party will be responsible for any breach of this Section 5 (Confidentiality) by its Affiliates, employees, contractors, and agents and any third party to whom it discloses Confidential Information in accordance with this Section 5 (Confidentiality). For Confidential Information that does not constitute a “trade secret” under applicable law, these confidentiality obligations will expire three (3) years after the termination or expiration of the Agreement. For Confidential Information that constitutes a “trade secret” under applicable law, these confidentiality obligations will continue until such information ceases to constitute a “trade secret” under such applicable law. However, the Receiving Party may disclose Confidential Information pursuant to an order of a court or governmental agency, provided, that, if permitted by applicable law, the Receiving Party shall first notify the Disclosing Party of such order and afford the Disclosing Party the opportunity to seek a protective order relating to such disclosure. Notwithstanding anything to the contrary contained in this Agreement, Customer authorizes AVEVA to collect, use, disclose, and modify in perpetuity information or data (including, but not limited to, general usage information and measurements) that is provided by Customer in connection with the use or receipt of the Products and Support Services (or generated or created in the course of AVEVA providing the Products and Support Services) for the purposes of developing, improving, optimizing, and delivering Products and Support Services; provided, however, that any disclosure of such data shall only include information or data that AVEVA develops or derives from such collected data or information (but such disclosure will not include the actual underlying Confidential Information of Customer).

Confidentiality Obligations. Each Party or third party whose Confidential Information has been disclosed retains ownership of its Confidential Information1.1. Each Party agrees to (i) protect In consideration for the Confidential Information received from being disclosed to it, the Disclosing Party in Recipient agrees at all times, whether before or after termination of this Agreement or ceasing discussions with the Discloser, to: a) not disclose the Confidential Information to any third party; b) to treat the Confidential Information as strictly confidential, and to use the same manner care to prevent the disclosure of the Confidential Information as it protects the confidentiality of Recipient uses with respect to its own confidential and proprietary and confidential materials but information (and, in no event with any event, not less than the care a reasonable care; and (iiperson would use under similar circumstances); c) only use the Confidential Information received from the Disclosing Party solely for the purpose of the Agreement. Upon termination of the Agreement or upon written request submitted by the Disclosing Party, whichever comes first, the Receiving Party shall return or destroy, at the Disclosing Party’s choice, all of the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, AVEVA shall Purpose and not be required to return or destroy any such Confidential Information if such return or destruction is impracticable or technically infeasible. Except with respect to its Affiliates, employees, contractors, or agents who need to know Confidential Information in order to support the performance of such Party’s obligations related to the Agreement, and who are contractually bound by confidentiality obligations that are at least as protective as those contained in the Agreement, neither Party shall, disclose to any person any Confidential Information received from the Disclosing Party without the Disclosing Party’s prior written consent. The Receiving Party will be responsible for any breach of this Section 5 (Confidentiality) by its Affiliatesother purpose, employees, contractors, and agents and any third party to whom it discloses Confidential Information in accordance with this Section 5 (Confidentiality). For Confidential Information that does not constitute a “trade secret” under applicable law, these confidentiality obligations will expire three (3) years after the termination or expiration of the Agreement. For Confidential Information that constitutes a “trade secret” under applicable law, these confidentiality obligations will continue until such information ceases to constitute a “trade secret” under such applicable law. However, the Receiving Party may disclose Confidential Information pursuant to an order of a court or governmental agency, provided, that, if permitted by applicable law, the Receiving Party shall first notify the Disclosing Party of such order and afford the Disclosing Party the opportunity to seek a protective order relating to such disclosure. Notwithstanding anything to the contrary contained in this Agreement, Customer authorizes AVEVA to collect, use, disclose, and modify in perpetuity information or data (including, but not limited to, general usage information for personal interest or gain; d) protect the Confidential Information from unauthorised disclosure and measurementsimmediately notify the Discloser of any loss or unauthorised use or disclosure of Confidential Information; and e) only disclose Confidential Information to its Personnel on a strictly need to know basis and only for the Purpose and ensure that such Personnel are subject to confidentiality obligations at least as extensive as those contained in this Agreement. The Recipient will be responsible and liable for the acts and omissions of its Personnel. 1.2. The obligations under clause 1.1 do not apply to information: a) which the Discloser expressly agrees in writing is free of any nondisclosure obligations; b) which is independently developed by the Recipient or any of its Personnel (as evidenced by documentation in the possession of the Recipient or its Personnel); c) which is lawfully received by the Recipient or any of its Personnel from a third party, free of any nondisclosure obligations, and where the Recipient or its Personnel reasonably believe the third party has the right to disclose the Confidential Information; d) that is provided by Customer already in connection with the use or receipt public domain, except as a result of the Products and Support Services Recipient’s (or generated its Personnel’s) breach of this Agreement or created any other duty of confidence owed by the Recipient; and/or e) that must be disclosed by law, regulation or an order of a court to disclose, provided that the Recipient only discloses that portion of the Confidential Information that the Recipient is required to disclose by law, and gives sufficient notice to the Discloser in order to allow the course of AVEVA providing Discloser to object to, or prevent, the Products and Support Services) Confidential Information being disclosed. 1.3. In consideration for the purposes of developing, improving, optimizing, and delivering Products and Support Services; provided, however, that any disclosure of such data shall only include information or data that AVEVA develops or derives from such collected data or information (but such disclosure will not include the actual underlying Confidential Information being exchanged, each Party agrees to pay the other an amount of Customer)$1 USD which will be deemed to be paid and received by both Parties upon execution of this Agreement by both Parties.

Confidentiality Obligations. Each Party or third party whose The Parties agree that, during the Term and for five (5) years thereafter, all Confidential Information has been disclosed retains ownership by one Party to the other 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 Amended and Restated Research Agreement, and shall not be disclosed to any Third Party. The Parties acknowledge and agree that the structure and composition of its each particular Biocatalyst developed under the Program shall be deemed Confidential InformationInformation of Codexis, subject to the confidentiality and non-use obligations set forth in this Article 6. Each Shell shall limit the disclosure of Third Party agrees Information to Codexis to that required for the Program. No Third Party Information shall be disclosed until (i) protect Shell has described the Confidential Information received from general nature and scope of the Disclosing Party in information to be disclosed and the same manner as it protects the confidentiality of its own proprietary terms and confidential materials but in no event with less than reasonable careconditions attaching to disclosure and use; and (ii) Codexis has agreed to receive such information in confidence under such terms and conditions. The obligations of confidentiality and non-use set forth in the first sentence of this Section 6.1 will not apply to any information to the extent that it can be established by the receiving Party that such information: (a) was already known to the receiving Party or its Affiliates at the time of disclosure without restriction as to confidentiality or use, as evidenced by competent evidence; (b) was generally available to the public or was otherwise part of the public domain at the time of its disclosure to the receiving Party or its Affiliates; (c) became generally available to the public or otherwise becomes part of the public domain after its disclosure and other than through any fault of the receiving Party or its Affiliates in breach of this Amended and Restated Research Agreement; (d) was subsequently lawfully disclosed to the receiving Party or its Affiliates by a Third Party without restriction as to confidentiality or use and other than in contravention of a confidentiality obligation of such Third Party to the disclosing Party or its Affiliates; or (e) is independently developed by employees or agents of the receiving Party or its Affiliates without reliance upon or access to Confidential Information received from the Disclosing Party solely for the purpose of the Agreementdisclosing Party or its Affiliates, as evidenced by competent evidence. Upon termination Each Party represents and warrants that it has or will obtain written agreements from each of its consultants who perform work on the Agreement Program or upon written request submitted by otherwise have a need to know the Disclosing Party, whichever comes first, the Receiving Party shall return or destroy, at the Disclosing Party’s choice, all of the Disclosing other Party’s Confidential Information, which agreements will obligate such persons to obligations of confidentiality and non-use no less restrictive than those assumed by the Parties herein, and to assign to such Party all inventions made by such persons during the course of performing any tasks associated with the Program. Notwithstanding Further, each Party represents and warrants that those of its employees which perform work on the foregoing, AVEVA shall not be required to return Program or destroy any such Confidential Information if such return or destruction is impracticable or technically infeasible. Except with respect to its Affiliates, employees, contractors, or agents who otherwise have a need to know the other Party’s Confidential Information in order to support the performance are bound by obligations of such Party’s obligations related confidentiality and non-use to the Agreement, and who are contractually bound by confidentiality obligations that are at least as protective as those contained in the Agreement, neither Party shall, disclose to any person any Confidential Information received from the Disclosing Party without the Disclosing employer Party’s prior written consent. The Receiving Party will be responsible for any breach of this Section 5 (Confidentiality) by its Affiliates, employees, contractors, and agents and any third party to whom it discloses Confidential Information in accordance with this Section 5 (Confidentiality). For Confidential Information that does not constitute a “trade secret” under applicable law, these confidentiality obligations will expire three (3) years after the termination or expiration of the Agreement. For Confidential Information that constitutes a “trade secret” under applicable law, these confidentiality obligations will continue until such information ceases to constitute a “trade secret” under such applicable law. However, the Receiving Either Party may disclose Confidential Information pursuant of the other Party to such Party’s Affiliates, provided that any such Affiliate agrees prior to such disclosure to be bound by obligations of confidentiality and non-use no less restrictive than those assumed by such disclosing Party herein. Notwithstanding this Article 6 the receiving Party may disclose any Confidential Information of the disclosing Party that the receiving Party is required to disclose under applicable laws or regulations or an order of by a court or governmental agency, provided, that, if permitted by applicable law, the Receiving Party shall first notify the Disclosing Party of such order and afford the Disclosing Party the opportunity to seek a protective order relating to such disclosure. Notwithstanding anything to the contrary contained in this Agreement, Customer authorizes AVEVA to collect, use, disclose, and modify in perpetuity information or data (including, but not limited to, general usage information and measurements) that is provided by Customer in connection with the use or receipt of the Products and Support Services (or generated or created in the course of AVEVA providing the Products and Support Services) for the purposes of developing, improving, optimizing, and delivering Products and Support Servicesother regulatory body having competent jurisdiction; provided, however, that any disclosure except where impracticable, the receiving Party shall give the disclosing Party reasonable advance notice of such data disclosure requirement (which shall include a copy of any applicable subpoena or order) and shall afford the disclosing Party a reasonable opportunity to oppose, limit or secure confidential treatment for such required disclosure. In the event of any such required disclosure, the receiving Party shall disclose only include information or data that AVEVA develops or derives from such collected data or information (but such disclosure will not include portion of the actual underlying Confidential Information of Customer)the disclosing Party that the receiving Party is legally required to disclose and, in the event a protective order is obtained by the disclosing Party, nothing in this Article 6 shall be construed to authorize the receiving Party to use or disclose any disclosing Party Confidential Information to parties other than such court or regulatory body or beyond the scope of the protective order. Codexis and its Affiliates may disclose this Amended and Restated Research Agreement if required to be disclosed by applicable State or federal tax or securities laws to the extent, and only to the extent, such laws require such disclosure and Codexis provides Shell a reasonable opportunity to review and comment on the general text of such disclosure.

Confidentiality Obligations. Each Party or third party whose a) The Recipient shall not use any Confidential Information has been disclosed retains ownership of its Confidential Information. Each the other Party agrees except as necessary to (isupport the services and the obligations specified in this EUSA. b) Recipient shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information received from of Discloser. Without limiting the Disclosing Party foregoing, the Recipient shall take at least those measures that it takes to protect its own Confidential Information of a similar nature. The Recipient shall reproduce the Discloser’s proprietary rights notices on any copies of Confidential Information, in the same manner as in which such notices were set forth in or on the original. Recipient shall promptly notify Discloser of any unauthorized use or disclosure of the Discloser's Confidential Information of which it protects the confidentiality becomes aware. c) Recipient may disclose or grant access to Discloser's Confidential Information only to those of its own proprietary and confidential materials but in no event with less than reasonable care; and (ii) use the Confidential Information received from the Disclosing Party solely for the purpose of the Agreement. Upon termination of the Agreement or upon written request submitted by the Disclosing Party, whichever comes first, the Receiving Party shall return or destroy, at the Disclosing Party’s choice, all of the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, AVEVA shall not be required to return or destroy any such Confidential Information if such return or destruction is impracticable or technically infeasible. Except with respect to its Affiliates, employees, contractors, consultants or agents who that have a need to know such Confidential Information Information, in order to support the performance of each case provided that such Party’s obligations related to the Agreement, and who are contractually bound by confidentiality obligations that are at least as protective as those contained in the Agreement, neither Party shall, disclose to any person any Confidential Information received from the Disclosing Party without the Disclosing Party’s prior written consent. The Receiving Party will be responsible for any breach of this Section 5 (Confidentiality) by its Affiliates, employees, contractors, consultants or agents have been notified of the confidential nature of the information and agents and are bound by obligations of confidentiality at least as restrictive as those set forth herein. Recipient remains primarily liable to Discloser for any third party to whom it discloses use or disclosure of Confidential Information in accordance with violation of this Section 5 (Confidentiality). For Agreement by its affiliates or other parties to which Recipient discloses Discloser’s Confidential Information. d) The Recipient shall not reverse engineer, disassemble, or decompile, or otherwise attempt to access or discover underlying source code or technology embodied in the System or any materials that embody Pulse Secure’s Confidential Information that does not constitute a “trade secret” under applicable law, these confidentiality obligations will expire three (3) years after the termination or expiration attempt to do any of the Agreementforegoing, or disclose or publish any test results, reports, or analyses of any of Discloser’s technology or Confidential Information. e) Each Party recognizes that the other Party (including its affiliates) may be engaged in the research, development, production, marketing, licensing, or sale of similar services or products to those covered under this EUSA. For Such services or products may be competitive with those of the other Party and may display the same or similar functionality. Nothing in this EUSA is to be construed to prevent either Party from engaging independently in such activities except that the Recipient may not use the Discloser’s Confidential Information that constitutes a “trade secret” under applicable law, these confidentiality obligations will continue until such information ceases to constitute a “trade secret” under such applicable law. However, the Receiving Party may disclose Confidential Information pursuant do so. f) Nothing in this EUSA is intended to an order of a court or governmental agency, provided, that, if permitted by applicable law, the Receiving Party shall first notify the Disclosing Party of such order and afford the Disclosing Party the opportunity to seek a protective order relating to such disclosure. Notwithstanding anything grant any rights to the contrary contained in this AgreementRecipient under any patent, Customer authorizes AVEVA to collectmask work, use, disclose, and modify in perpetuity information or data (including, but not limited to, general usage information and measurements) that is provided by Customer in connection with the use or receipt copyright of the Products and Support Services (Discloser, nor shall this EUSA grant the Recipient any rights in or generated or created in to the course of AVEVA providing the Products and Support Services) for the purposes of developing, improving, optimizing, and delivering Products and Support Services; provided, however, that any disclosure of such data shall only include information or data that AVEVA develops or derives from such collected data or information (but such disclosure will not include the actual underlying Confidential Information of Customer)the Discloser except as expressly set forth herein. g) The confidentiality obligations herein shall survive the expiration or termination of this EUSA.

Confidentiality Obligations. Each Party (1) Subject to the terms of this Agreement, neither party shall, directly or indirectly, publish, disseminate or otherwise disclose, or deliver or make available to any third party whose party, or use any Confidential Information has been disclosed retains ownership of its Confidential Informationthe disclosing party, other than in furtherance of the purposes of this Agreement. Each Party agrees party shall exercise all reasonable precautions to (i) protect the Confidential Information received from the Disclosing Party in the same manner as it protects the integrity and confidentiality of its own proprietary and confidential materials but in no event with less than reasonable care; and (ii) use the Confidential Information received from the Disclosing Party solely for the purpose of the Agreement. Upon termination of the Agreement or upon written request submitted by the Disclosing Party, whichever comes first, the Receiving Party shall return or destroy, at the Disclosing Party’s choice, all of the Disclosing Partydisclosing party’s Confidential Information. Notwithstanding the foregoing, AVEVA shall not be required The receiving party may disseminate or permit access to return Confidential Information only to Company or destroy any Hospital personnel (as applicable) who have a need-to-know such Confidential Information if such return or destruction is impracticable or technically infeasible. Except with respect to its Affiliates, employees, contractors, or agents who need to know Confidential Information in order to support the course of the performance of such Party’s obligations related to the Agreement, their duties under this Agreement and who are contractually bound by to obligations of confidentiality obligations and non-use of the Confidential Information that are at least as protective restrictive as those contained set forth in this Agreement. This obligation shall continue, for five (5) years following the date of termination of this Agreement, neither Party shallbut may be modified by written agreement. (2) Further, disclose during the course of the parties’ performance of the Research Plan, each party may have their respective employees working on the other party’s site to any person any Confidential Information received from further the Disclosing Party without objectives of the Disclosing Party’s prior written consentResearch Plan. The Receiving Party In this capacity, it is expected that such employee will receive or be responsible for any breach of this Section 5 (Confidentiality) by its Affiliates, employees, contractorsexposed to, and agents and any third party to whom it discloses Confidential Information in accordance with this Section 5 (Confidentiality). For may learn about the existence of, certain Confidential Information that does is not related to the Research Plan (“Non-Research Plan Confidential Information”). It is expressly agreed that such Non-Research Plan Confidential Information shall not, without the prior written consent of the disclosing party, be used for any purpose, including the purposes of this Agreement. For the avoidance of doubt, Company Materials and Hospital Materials shall not constitute a “trade secret” under applicable law, these confidentiality obligations will expire three Non-Research Plan Confidential Information. (3) years after the termination or expiration Neither party shall have any obligations of confidentiality and non-use with respect to any portion of the Agreement. For Confidential Information that constitutes which: (a) is or later becomes generally available to the public by use, publication or the like, through no-fault of the receiving party; (b) is obtained by the receiving party from a “trade secret” under applicable law, these confidentiality obligations will continue until third party who had the legal right to disclose such information ceases to constitute a “trade secret” under such applicable law. However, the Receiving Party may disclose Confidential Information pursuant to an the receiving party without obligation of confidentiality; (c) is in receiving party’s prior possession without obligation of confidentiality, as evidenced by receiving party’s contemporaneously dated written records; or (d) is independently developed by the receiving party without use of the disclosing party’s Confidential Information. In the event that either party is required by order of a court or governmental agency, provided, that, if permitted by applicable lawother government entity having jurisdiction to disclose any Confidential Information, the Receiving Party receiving party shall first notify give the Disclosing Party of disclosing party prompt notice thereof so that the disclosing party may seek an appropriate protective order. The receiving party shall reasonably cooperate with the disclosing party in its efforts to seek such a protective order. If any such order and afford does not fully preclude disclosure of the Disclosing Party Confidential Information, the opportunity to seek a protective order relating to receiving party shall make such disclosure. Notwithstanding anything disclosure only to the contrary contained in this Agreement, Customer authorizes AVEVA to collect, use, disclose, and modify in perpetuity information or data (including, but not limited to, general usage information and measurements) extent that is provided by Customer in connection with the use or receipt of the Products and Support Services (or generated or created in the course of AVEVA providing the Products and Support Services) for the purposes of developing, improving, optimizing, and delivering Products and Support Services; provided, however, that any disclosure of such data shall only include information or data that AVEVA develops or derives from such collected data or information (but such disclosure will not include is legally required. (4) In the actual underlying event a receiving party performs unauthorized work (e.g., work outside the Purpose and/or work with Non-Research Plan Confidential Information) utilizing any Confidential Information of Customer)the other party, all data and any inventions or discoveries, whether patentable or not, arising from such unauthorized work are and shall be the sole and exclusive property of the disclosing party, and the receiving party shall and hereby does assign its entire right, title and interest, in any such data; inventions or discoveries to the disclosing party. For the avoidance of doubt, inventions pursuant to this Section 5(b)(4) shall not Constitute Research Plan Intellectual Property and shall be referred to as “Non-Research Plan IP”.

Confidentiality Obligations. Each Party or third party whose Confidential Information has been disclosed retains ownership of its Confidential Information. Each Party agrees to (i) protect the New River and Shire shall keep all Confidential Information received from the Disclosing other Party in with the same manner as degree of care it protects maintains the confidentiality of its own proprietary and confidential materials but in no event with less than reasonable care; and (ii) Confidential Information. Neither Party shall use the such Confidential Information received from for any purpose other than in performance of this Agreement or disclose the Disclosing same to any other Person other than to such of its and its Affiliates’ directors, managers, employees, independent contractors, agents or consultants who have a need to know such Confidential Information to implement the terms of this Agreement or enforce its rights under this Agreement; provided, however, that a Receiving Party solely for the purpose shall advise any of its and its Affiliates’ directors, managers, employees, independent contractors, agents or consultants who receives such Confidential Information of the Agreement. Upon termination confidential nature thereof and of the obligations contained in this Agreement or upon written request submitted by the Disclosing Partyrelating thereto, whichever comes first, and the Receiving Party shall return or destroyensure (including, at in the Disclosing case of a Third Party’s choice, all by means of the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, AVEVA shall not be required to return or destroy any a written agreement with such Confidential Information if such return or destruction is impracticable or technically infeasible. Except with respect to its Affiliates, employees, contractors, or agents who need to know Confidential Information in order to support the performance of such Party’s obligations related to the Agreement, and who are contractually bound by confidentiality obligations that are Third Party having terms at least as protective as those contained in the Agreementthis Article 10) that all such directors, neither Party shall, disclose to any person any Confidential Information received from the Disclosing Party without the Disclosing Party’s prior written consent. The Receiving Party will be responsible for any breach of this Section 5 (Confidentiality) by its Affiliatesmanagers, employees, independent contractors, and agents and any third party to whom it discloses Confidential Information in accordance or consultants comply with such obligations as if they had been a Party hereto. Upon termination of this Section 5 (Confidentiality). For Confidential Information that does not constitute a “trade secret” under applicable law, these confidentiality obligations will expire three (3) years after the termination or expiration of the Agreement. For Confidential Information that constitutes a “trade secret” under applicable law, these confidentiality obligations will continue until such information ceases to constitute a “trade secret” under such applicable law. However, the Receiving Party may disclose Confidential Information pursuant to an order of a court or governmental agency, provided, that, if permitted by applicable law, the Receiving Party shall first notify return or destroy all documents, tapes or other media containing Confidential Information of the Disclosing Party that remain in the possession of such order and afford the Receiving Party or its directors, managers, employees, independent contractors, agents or consultants, except that the Receiving Party may keep one copy of the Confidential Information in the legal department files of the Receiving Party, solely for archival purposes. Such archival copy shall be deemed to be the property of the Disclosing Party the opportunity Party, and shall continue to seek a protective order relating to such disclosure. Notwithstanding anything be subject to the contrary contained provisions of this Article 10. It is understood that receipt of Confidential Information under this Agreement will not limit the Receiving Party from assigning its employees to any particular job or task in any way it may choose, subject to the terms and conditions of this Agreement, Customer authorizes AVEVA to collect, use, disclose, and modify in perpetuity information or data (including, but not limited to, general usage information and measurements) that is provided by Customer in connection with the use or receipt of the Products and Support Services (or generated or created in the course of AVEVA providing the Products and Support Services) for the purposes of developing, improving, optimizing, and delivering Products and Support Services; provided, however, that any disclosure of such data shall only include information or data that AVEVA develops or derives from such collected data or information (but such disclosure will not include the actual underlying Confidential Information of Customer).

Confidentiality Obligations. Each 4.1 Regardless of whether this Agreement is terminated or not, each Party shall keep strictly confidential all business secrets, proprietary information, customer information and all other information of a confidential nature concerning the other Parties known by it during the execution and performance of this Agreement (collectively, the “Confidential Information”). Unless a prior written consent is obtained from the Party disclosing the Confidential Information (the “Disclosing Party”) or unless it is required to be disclosed to third parties in accordance with relevant laws, rules and regulations (including those of the United States Securities and Exchange Commission) or the requirements of the place where any affiliate is listed on a stock exchange, the Party receiving the Confidential Information (the “Receiving Party”) shall not disclose to any third party whose Confidential Information has been disclosed retains ownership of its any Confidential Information. Each The Receiving Party agrees to (i) protect the shall not use any Confidential Information received from the Disclosing Party in the same manner as it protects the confidentiality of its own proprietary and confidential materials but in no event with less other than reasonable care; and (ii) use the Confidential Information received from the Disclosing Party solely for the purpose of the performing this Agreement. Upon termination . 4.2 The following information shall not be deemed part of the Agreement or upon written request submitted Confidential Information: (a) any information that has been lawfully acquired by the Disclosing Receiving Party prior to entering into the Agreement as evidenced by other written documents; (b) any information entering the public domain not attributable to the fault of the Party receiving the information; or (c) any information lawfully acquired by the Party receiving the information through other sources after its receipt of such information. 4.3 If requested by either Party, whichever comes firstthe other Party shall return, destroy, or otherwise dispose of all documents, materials and software that contains or may contain any Confidential Information as requested, and promptly stop using such Confidential Information. 4.4 For purposes of performing this Agreement, the Receiving Party shall return or destroy, at may disclose the Disclosing Party’s choice, all of the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, AVEVA shall not be required to return or destroy any such Confidential Information if such return or destruction is impracticable or technically infeasible. Except with respect to its Affiliates, relevant employees, contractors, agents or agents who need to know Confidential Information in order to support the performance of such Party’s obligations related to the Agreement, and who are contractually bound professionals retained by confidentiality obligations that are at least as protective as those contained in the Agreement, neither Party shall, disclose to any person any Confidential Information received from the Disclosing Party without the Disclosing Party’s prior written consent. The Receiving Party will be responsible for any breach of this Section 5 (Confidentiality) by its Affiliates, employees, contractors, and agents and any third party to whom it discloses Confidential Information in accordance with this Section 5 (Confidentiality). For Confidential Information that does not constitute a “trade secret” under applicable law, these confidentiality obligations will expire three (3) years after the termination or expiration of the Agreement. For Confidential Information that constitutes a “trade secret” under applicable law, these confidentiality obligations will continue until such information ceases to constitute a “trade secret” under such applicable lawit. However, the Receiving Party may disclose Confidential Information pursuant to an order shall ensure that the aforesaid persons shall comply with all relevant terms and conditions of a court or governmental agency, provided, that, if permitted by applicable lawthis Article. In addition, the Receiving Party shall first notify the Disclosing Party be responsible for any liability incurred as a result of such order persons’ breach of the relevant terms and afford conditions of this Article 4. 4.5 The Parties’ obligations under this Article shall survive the Disclosing termination of this Agreement. Each Party shall still comply with the opportunity to seek a protective order relating to such disclosure. Notwithstanding anything confidentiality terms of this Agreement and fulfill the confidentiality obligations as promised, until the other Parties give consent to the contrary contained in this Agreementrelease of such obligations or as a matter of fact, Customer authorizes AVEVA to collect, use, disclose, and modify in perpetuity information or data (including, but not limited to, general usage information and measurements) that is provided by Customer in connection with the use or receipt violation of the Products and Support Services (or generated or created in the course of AVEVA providing the Products and Support Services) for the purposes of developing, improving, optimizing, and delivering Products and Support Services; provided, however, that any disclosure of such data shall only include information or data that AVEVA develops or derives from such collected data or information (but such disclosure confidentiality terms herein will not include cause damage of any form to the actual underlying Confidential Information of Customer)other Parties.

Confidentiality Obligations. Each Party or third party whose 3.1 The Recipient agrees and undertakes: (a) that it will keep all Confidential Information has been disclosed retains ownership strictly confidential and will not disclose any part of its Confidential Information. Each Party agrees it to any other person without the Discloser's prior written consent[, and then only under conditions of confidentiality no less onerous than those contained in this Agreement]; (ib) that it will use the same degree of care to protect the Confidential Information received from the Disclosing Party in the same manner as it protects uses to protect its own confidential information of a similar nature, being at least a reasonable degree of care; and (c) that it will act in good faith at all times in relation to the Confidential Information, and will not use any of the Confidential Information for any purpose other than the Permitted Purpose.] 3.2 Notwithstanding Clause [3.1(a)], the Recipient may disclose the Confidential Information to its [officers, employees, professional advisers, insurers, agents and sub-contractors] [who have a need to have access to the Confidential Information for the performance of their work with respect to the Permitted Purpose and] who are bound by a written agreement or professional obligation to protect the confidentiality of its own proprietary and confidential materials but in no event with less than reasonable care; and (ii) use the Confidential Information received from Information. 3.3 This Clause [3] imposes no obligations upon the Disclosing Party solely for the purpose of the Agreement. Upon termination of the Agreement or upon written request submitted by the Disclosing Party, whichever comes first, the Receiving Party shall return or destroy, at the Disclosing Party’s choice, all of the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, AVEVA shall not be required to return or destroy any such Confidential Information if such return or destruction is impracticable or technically infeasible. Except Recipient with respect to its Affiliates, employees, contractors, or agents who need to know Confidential Information in order to support the performance of such Party’s obligations related which: (a) is known to the AgreementRecipient before disclosure by [or on behalf of] the Discloser, and who are contractually bound by confidentiality obligations that are at least as protective as those contained in the Agreement, neither Party shall, disclose is not subject to any person obligation of confidentiality; (b) is or becomes publicly known through no act or default on the part of the Recipient; or (c) is obtained by the Recipient from a third party in circumstances where the Recipient has no reason to believe that there has been a breach of a duty of confidence.] 3.4 The restrictions in this Clause [3] do not apply to the extent that any Confidential Information received from is required to be disclosed by any law or regulation, judicial or governmental request or order, or pursuant to the Disclosing Party without disclosure requirements relating to the Disclosing Party’s prior written consent. The Receiving Party will be responsible for any breach of this Section 5 (Confidentiality) by its Affiliates, employees, contractors, and agents and any third party to whom it discloses Confidential Information in accordance with this Section 5 (Confidentiality). For Confidential Information that does not constitute a “trade secret” under applicable law, these confidentiality obligations will expire three (3) years after the termination or expiration listing of the Agreement. For Confidential Information that constitutes a “trade secret” under applicable law, these confidentiality obligations will continue until such information ceases to constitute a “trade secret” under such applicable law. However, the Receiving Party may disclose Confidential Information pursuant to an order of a court or governmental agency, provided, that, if permitted by applicable law, the Receiving Party shall first notify the Disclosing Party of such order and afford the Disclosing Party the opportunity to seek a protective order relating to such disclosure. Notwithstanding anything to the contrary contained in this Agreement, Customer authorizes AVEVA to collect, use, disclose, and modify in perpetuity information or data (including, but not limited to, general usage information and measurements) that is provided by Customer in connection with the use or receipt stock of the Products and Support Services (or generated or created in the course of AVEVA providing the Products and Support Services) for the purposes of developing, improving, optimizing, and delivering Products and Support Services; provided, however, that Recipient on any disclosure of such data shall only include information or data that AVEVA develops or derives from such collected data or information (but such disclosure will not include the actual underlying Confidential Information of Customer)recognised stock exchange.

Confidentiality Obligations. Each During the term of this Agreement, a Party (“Recipient”) may be provided with, have access to, or third party whose otherwise learn confidential and/or proprietary information of another Party (“Discloser”) (including, with respect to Discloser, certain information and materials concerning Discloser’s business, plans, customers, technology, and products) that is of substantial value to Discloser, which is identified as confidential at the time of disclosure or which should reasonably be considered, under the circumstances of its disclosure, to be confidential to Discloser (“Confidential Information”). All Confidential Information has been disclosed retains ownership remains the property of its Confidential InformationDiscloser. Each Party agrees to (i) protect Recipient may disclose the Confidential Information received from the Disclosing Party in the same manner as it protects the confidentiality of its own proprietary Discloser only to Recipient’s employees and confidential materials but in no event with less than reasonable care; and (ii) use the Confidential Information received from the Disclosing Party solely for the purpose of the Agreement. Upon termination of the Agreement or upon written request submitted by the Disclosing Party, whichever comes first, the Receiving Party shall return or destroy, at the Disclosing Party’s choice, all of the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, AVEVA shall not be required to return or destroy any such Confidential Information if such return or destruction is impracticable or technically infeasible. Except with respect to its Affiliates, employees, contractors, or agents contractors who need to know the Confidential Information in order to support the performance for purposes of such Party’s obligations related to the Agreement, performing under this Agreement and who are contractually bound by confidentiality obligations that are at least as protective as those contained in this Section 5. Recipient will not use the Agreement, neither Party shall, disclose to any person any Confidential Information received from the Disclosing Party without the Disclosing PartyDiscloser’s prior written consentconsent except in performance under this Agreement. The Receiving Party will be responsible for any breach Recipient shall take measures to maintain the confidentiality of this Section 5 (Confidentiality) by its Affiliates, employees, contractors, and agents and any third party to whom it discloses the Confidential Information equivalent to those measures Recipient uses to maintain the confidentiality of its own confidential information of like importance but in accordance with this Section 5 (Confidentiality)no event less than reasonable measures. For Recipient shall give prompt notice to Discloser of any unauthorized use or disclosure of the Confidential Information that does not constitute a “trade secret” under applicable law, these confidentiality obligations will expire three (3) years after comes to the attention of the Recipient and agrees to assist Discloser in remedying such unauthorized use or disclosure. Upon termination or expiration of the Agreement. For Confidential Information that constitutes a “trade secret” under applicable law, these confidentiality obligations will continue until such information ceases to constitute a “trade secret” under such applicable law. However, the Receiving Party may disclose Confidential Information pursuant to an order of a court or governmental agency, provided, that, if permitted by applicable law, the Receiving Party shall first notify the Disclosing Party of such order and afford the Disclosing Party the opportunity to seek a protective order relating to such disclosure. Notwithstanding anything to the contrary contained in this Agreement, Customer authorizes AVEVA Recipient shall return to collect, use, disclose, and modify in perpetuity information or data (including, but not limited to, general usage information and measurements) that is provided by Customer in connection with the use or receipt Discloser all tangible copies of the Products and Support Services (or generated or created in the course of AVEVA providing the Products and Support Services) for the purposes of developing, improving, optimizing, and delivering Products and Support Services; provided, however, that any disclosure of such data shall only include information or data that AVEVA develops or derives from such collected data or information (but such disclosure will not include the actual underlying Confidential Information of Customer)Discloser in Recipient’s possession or control and shall erase from their computer systems all electronic copies thereof.

Confidentiality Obligations. Each Party or third 7.1 Both parties shall: a) keep the other party’s Confidential Information strictly confidential using the same degree of care to protect the other party’s Confidential Information as that party uses to protect its own Confidential Information of a similar nature; b) not disclose the other party’s Confidential Information to any person without that other party’s prior written consent, and even then, only under conditions of confidentiality approved in writing by the party whose Confidential Information has been disclosed retains ownership of its is being disclosed; c) act in good faith at all times in relation to the other party’s Confidential Information. Each Party agrees ; and d) not use any of the other party’s Confidential Information except for the purpose it was divulged to (i) protect the receiving party. 7.2 Notwithstanding Clauses 7.1, a party's Confidential Information may be disclosed by the receiving party to its officers, employees, professional advisers, insurers, agents and subcontractors who have a need to access the Confidential Information received from that is disclosed for the Disclosing Party in performance of their work with respect to the same manner as it protects Agreement and who are bound by a written agreement or any executed non-disclosure agreement to protect the confidentiality of its own proprietary and confidential materials but in no event the disclosed Confidential Information. 7.3 No obligations are imposed by this Clause 7 with less than reasonable care; and (ii) use the respect to a party's Confidential Information received if that Confidential Information: a) is known to the other party before disclosure under the Agreement and is not subject to any other obligation of confidentiality; b) is or becomes publicly known through no act or default of the other party; or c) is obtained by either party from a third party in circumstances where the Disclosing Party solely for other party has no reason to believe that there has been a breach of an obligation of confidentiality. 7.4 The restrictions in this Clause 7 do not apply to the purpose extent if any Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of the stock of either party on any recognized stock exchange. 7.5 Upon the termination of the Agreement. Upon , each party must immediately cease to use the other party’s Confidential Information; within five (5) Business Days following the date of receipt of a written request for termination from the other party, the relevant party shall destroy or return to the other party (at the other party's option) all media, tangible or intangible, containing the other party's Confidential Information, and must delete or destroy the other party's Confidential Information. 7.6 The provisions of this Clause 7 shall continue in force indefinitely following the termination of the Agreement. 7.7 The parties shall not make any public disclosures relating to the Agreement or upon written request submitted by the Disclosing Party, whichever comes first, the Receiving Party shall return or destroy, at the Disclosing Party’s choice, all contents of the Disclosing Party’s Confidential Information. Notwithstanding the foregoingAgreement (including disclosures in press releases, AVEVA shall not be required to return or destroy any such Confidential Information if such return or destruction is impracticable or technically infeasible. Except with respect to its Affiliatespublic announcements, employees, contractors, or agents who need to know Confidential Information in order to support the performance of such Party’s obligations related to the Agreement, and who are contractually bound by confidentiality obligations that are at least as protective as those contained in the Agreement, neither Party shall, disclose to any person any Confidential Information received from the Disclosing Party and/or marketing materials) without the Disclosing Party’s prior written consent. The Receiving Party will be responsible for any breach of this Section 5 (Confidentiality) by its Affiliates, employees, contractors, and agents and any third party to whom it discloses Confidential Information in accordance with this Section 5 (Confidentiality). For Confidential Information that does not constitute a “trade secret” under applicable law, these confidentiality obligations will expire three (3) years after the termination or expiration consent of the Agreement. For Confidential Information that constitutes a “trade secret” under applicable lawProvider, these confidentiality obligations will continue until such information ceases consent not to constitute a “trade secret” under such applicable law. However, the Receiving Party may disclose Confidential Information pursuant to an order of a court be unreasonably withheld or governmental agency, provided, that, if permitted by applicable law, the Receiving Party shall first notify the Disclosing Party of such order and afford the Disclosing Party the opportunity to seek a protective order relating to such disclosure. Notwithstanding anything to the contrary contained in this Agreement, Customer authorizes AVEVA to collect, use, disclose, and modify in perpetuity information or data (including, but not limited to, general usage information and measurements) that is provided by Customer in connection with the use or receipt of the Products and Support Services (or generated or created in the course of AVEVA providing the Products and Support Services) for the purposes of developing, improving, optimizing, and delivering Products and Support Services; provided, however, that any disclosure of such data shall only include information or data that AVEVA develops or derives from such collected data or information (but such disclosure will not include the actual underlying Confidential Information of Customer)delayed.

Confidentiality Obligations. Each Party party (the “Receiving Party”) that receives or third party whose otherwise obtains Confidential Information has been disclosed retains ownership of its Confidential Information. Each Party the other party (the “Disclosing Party”) agrees to (ia) protect the Confidential Information received from the Disclosing Party in the same manner as it protects the confidentiality of its own proprietary and confidential materials but in no event with less than reasonable care; and (ii) use the Confidential Information received from the Disclosing Party solely for the purpose of the Agreement. Upon termination of the Agreement or upon written request submitted by the Disclosing Party, whichever comes first, the Receiving Party shall return or destroy, at keep the Disclosing Party’s choice, all Confidential Information confidential and not disclose or make available any of the Disclosing Party’s Confidential Information. Notwithstanding Information to any third party without the foregoingprior written consent of the Disclosing Party (except in accordance with clause (d) or clause (e) below in this Section 9.2), AVEVA shall not be required (b) use the Disclosing Party’s Confidential Information only as necessary to return perform its obligations and exercise its rights under this Agreement, (c) use at least the same degree of care in keeping the Disclosing Party’s Confidential Information confidential as it uses for its own Confidential Information of a similar nature (but in no event less than a reasonable degree of care), (d) limit access to the Disclosing Party’s Confidential Information to the Receiving Party’s Affiliates and authorized sublicensees who have a need to access or destroy any know such Confidential Information if for the purpose of exercising such return Affiliate’s or destruction sublicensee’s rights under this Agreement or the applicable sublicenses, as the case may be, provided that such Affiliate or sublicensee is impracticable or technically infeasible. Except with respect bound in writing to its Affiliates, employees, contractors, or agents who need to know Confidential Information in order to support the performance of such Party’s obligations related to the Agreement, and who are contractually bound by confidentiality obligations that are at least as protective as those contained in of the Agreement, neither Party shall, disclose to any person any Confidential Information received from of the Disclosing Party without as the confidentiality provisions of this Agreement, and (e) limit access to the Disclosing Party’s prior written consent. The Receiving Party will be responsible for any breach of this Section 5 (Confidentiality) by Confidential Information to its Affiliates, employees, employees and contractors, and agents cause each of its Affiliates and any third party sublicensees to whom it discloses limit access to the Receiving Party’s Confidential Information in accordance with this Section 5 (Confidentiality). For to its respective employees and contractors, who have a need to access or know such Confidential Information for the purpose of the Receiving Party, such Affiliate or such sublicensee to exercise its rights under this Agreement or the applicable sublicense, as the case may be, provided that does not constitute a “trade secret” under applicable law, these such employees and contractors are bound in writing to confidentiality obligations will expire three (3) years after the termination or expiration at least as protective of the Agreement. For Confidential Information that constitutes a “trade secret” under applicable law, these confidentiality obligations will continue until such information ceases to constitute a “trade secret” under such applicable law. However, the Receiving Party may disclose Confidential Information pursuant to an order of a court or governmental agency, provided, that, if permitted by applicable law, the Receiving Party shall first notify the Disclosing Party as the confidentiality provisions of such order and afford the Disclosing Party the opportunity to seek a protective order relating to such disclosurethis Agreement. Notwithstanding anything to the contrary contained Except as otherwise expressly provided in this Agreement, Customer authorizes AVEVA nothing in this Agreement is intended to collect, use, disclose, and modify grant to a party any rights in perpetuity information or data (including, but not limited to, general usage information and measurements) that is provided by Customer in connection with the use or receipt of the Products and Support Services (or generated or created in the course of AVEVA providing the Products and Support Services) for the purposes of developing, improving, optimizing, and delivering Products and Support Services; provided, however, that to any disclosure of such data shall only include information or data that AVEVA develops or derives from such collected data or information (but such disclosure will not include the actual underlying Confidential Information of Customer)the other party.

Confidentiality Obligations. Each Party or third A party whose receiving Confidential Information has been disclosed retains ownership of its Confidential Information. Each Party agrees to (i“Receiving Party”) protect the shall treat as confidential all Confidential Information received from the other party (“Disclosing Party”) and shall not use such Confidential Information except as expressly permitted under this Agreement. Without limiting the foregoing, the Receiving Party in shall use at least the same manner as degree of care that it protects uses to prevent the confidentiality disclosure of its own proprietary and confidential materials information of like importance, but in no event with less than reasonable care, to prevent the disclosure of Confidential Information. The Receiving Party agrees to limit access to Confidential Information to those individuals or entities permitted to access the Licensed Technology in Section 2.2(b) and having a reasonable need to know such information in connection with this Agreement or their reasonable business needs. The Receiving Party agrees not to provide access to the Confidential Information to any other individuals or entities without the prior written consent of the Disclosing Party, except, however that a party may disclose the terms and conditions of this Agreement to potential investors in confidence, in connection with an actual or prospective investment, merger or acquisition or similar transaction. Any person to whom such Confidential Information is disclosed by the Receiving Party shall be subject to the same obligations as regards disclosure and non-use as the Receiving Party. The Receiving Party shall assume responsibility and accept liability for the non-fulfilment of these obligations from any person given access to the Confidential Information. The Receiving Party shall not directly or indirectly cause or permit any Confidential Information of the Disclosing Party to be copied or reproduced unless such copy or reproduction is necessary or appropriate to fulfill the purposes of this Agreement. Any such copy shall be marked confidential and, when appropriate, marked as proprietary to the Disclosing Party. Disclosures in nondocumentary form made orally or by visual inspection shall be reduced to writing, marked confidential and then distributed to all parties within thirty (30) days of the original communications. The following shall be deemed to be the Confidential Information of Licensee: (i) terms and conditions of this Agreement; and (ii) use all reports and other information regarding the Devices or the sale of Devices provided by Licensee to Sonics. The terms and conditions of this Agreement shall also be deemed to be the Confidential Information received from the Disclosing Party solely for the purpose of the Agreement. Upon termination of the Agreement or upon written request submitted by the Disclosing Party, whichever comes first, the Receiving Party shall return or destroy, at the Disclosing Party’s choice, all of the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, AVEVA shall not be required to return or destroy any such Confidential Information if such return or destruction is impracticable or technically infeasible. Except with respect to its Affiliates, employees, contractors, or agents who need to know Confidential Information in order to support the performance of such Party’s obligations related to the Agreement, and who are contractually bound by confidentiality obligations that are at least as protective as those contained in the Agreement, neither Party shall, disclose to any person any Confidential Information received from the Disclosing Party without the Disclosing Party’s prior written consent. The Receiving Party will be responsible for any breach of this Section 5 (Confidentiality) by its Affiliates, employees, contractors, and agents and any third party to whom it discloses Confidential Information in accordance with this Section 5 (Confidentiality). For Confidential Information that does not constitute a “trade secret” under applicable law, these confidentiality obligations will expire three (3) years after the termination or expiration of the Agreement. For Confidential Information that constitutes a “trade secret” under applicable law, these confidentiality obligations will continue until such information ceases to constitute a “trade secret” under such applicable law. However, the Receiving Party may disclose Confidential Information pursuant to an order of a court or governmental agency, provided, that, if permitted by applicable law, the Receiving Party shall first notify the Disclosing Party of such order and afford the Disclosing Party the opportunity to seek a protective order relating to such disclosure. Notwithstanding anything to the contrary contained in this Agreement, Customer authorizes AVEVA to collect, use, disclose, and modify in perpetuity information or data (including, but not limited to, general usage information and measurements) that is provided by Customer in connection with the use or receipt of the Products and Support Services (or generated or created in the course of AVEVA providing the Products and Support Services) for the purposes of developing, improving, optimizing, and delivering Products and Support Services; provided, however, that any disclosure of such data shall only include information or data that AVEVA develops or derives from such collected data or information (but such disclosure will not include the actual underlying Confidential Information of Customer)Sonics.

Confidentiality Obligations. Each Party or third party whose will take all reasonable measures to protect the confidentiality of the other Party’s Confidential Information has been disclosed retains ownership of its Confidential Information. Each Party agrees in a manner that is at least protective as the measures it uses to (i) protect the Confidential Information received from the Disclosing Party in the same manner as it protects maintain the confidentiality of its own proprietary and confidential materials Confidential Information of similar importance, but in no event with case using less than a reasonable standard of care; and (ii) use the . Receiving Party will hold Confidential Information received from the Disclosing Party solely in strict confidence and will not disclose, copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of such information, or give or disclose such information to third parties, or use such information for the any purpose of the whatsoever other than as necessary in order to fulfill its obligations or exercise its rights under this Agreement. Upon termination of the Agreement or upon written request submitted by the Disclosing Party, whichever comes first, the Receiving Party shall return or destroy, at the Disclosing Party’s choice, all of the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, AVEVA shall not be required Receiving Party may disclose the other Party’s Confidential Information: (a) to return or destroy any such Confidential Information if such return or destruction is impracticable or technically infeasible. Except with respect to its Affiliates, employees, contractorsconsultants, or officers, directors, auditors, accounts, attorneys, advisors, and agents who (including those of its affiliates) (collectively, “Recipients”) that have a need to know Confidential Information in order to support the performance of such Party’s obligations related to the Agreementinformation, and who are contractually provided that Receiving Party will require that each such Recipient not otherwise bound by confidentiality obligations to sign a written nondisclosure agreement consistent with the confidentiality and nondisclosure provisions herein; and (b) to the extent Receiving Party is legally compelled to disclose such Confidential Information, provided that are Receiving Party is legally able to do so, Receiving Party gives reasonable advance notice of such compelled disclosure to the other Party will cooperate with the other Party (at least as protective as those contained in the Agreement, neither Party shall, disclose to any person any Confidential Information received from the Disclosing Party without the Disclosing other Party’s prior written consentexpense) in connection with any efforts to prevent or limit the scope of such disclosure and/or use of the Confidential Information. The Receiving Party Each Party’s obligations under this Section 11 will be responsible last for any breach the Term of this Section 5 Agreement and for a period of five (Confidentiality5) by its Affiliates, employees, contractors, and agents and any third party to whom it discloses Confidential Information in accordance with this Section 5 (Confidentiality)years thereafter. For Confidential Information that does not constitute a “trade secret” under applicable lawthe avoidance of doubt, these confidentiality obligations will expire three (3) years after the termination or expiration of the Agreement. For Confidential Information that constitutes a “trade secret” under applicable law, these confidentiality obligations will continue until such information ceases to constitute a “trade secret” under such applicable law. However, the Receiving Party may disclose Confidential Information pursuant to an order of a court or governmental agency, provided, that, if permitted by applicable law, the Receiving Party shall first notify the Disclosing Party of such order and afford the Disclosing Party the opportunity to seek a protective order relating to such disclosure. Notwithstanding notwithstanding anything to the contrary contained stated herein, Content is subject to the license terms set forth in this Agreement, Customer authorizes AVEVA to collect, use, discloseSection 3 above, and modify in perpetuity information the restrictions on disclosure and use contained therein are not subject to expiration or data (including, but not limited to, general usage information and measurements) that is provided by Customer in connection with the use or receipt of the Products and Support Services (or generated or created in the course of AVEVA providing the Products and Support Services) for the purposes of developing, improving, optimizing, and delivering Products and Support Services; provided, however, that any disclosure of such data shall only include information or data that AVEVA develops or derives from such collected data or information (but such disclosure will not include the actual underlying Confidential Information of Customer)termination pursuant to this Section 11.

Confidentiality Obligations. (a) Any Confidential Information shall be maintained in strict confidence by the Receiving Party. Except as provided in this Article 19 (Confidential Information), the Receiving Party shall not use, or disclose in any manner to any third party, Confidential Information of the Furnishing Party without the prior express written consent of the Furnishing Party. The obligation of confidentiality shall not be limited in time except to the extent the Receiving Party can establish one of the exceptions set forth in Article 19.2 (Exceptions) below by clear and convincing evidence. (b) Access to and use of the Furnishing Party's Confidential Information shall be restricted to those employees and persons within the Receiving Party's organization (including its Consultants, attorneys, Subcontractors, shareholders, and representatives) with a need to use such Confidential Information for the purpose of performing this Contract, the Project or any transaction contemplated hereby or, in the case of Owner, obtaining debt or equity financing. The Receiving Party's Consultants or Subcontractors and the Financing Entities may be included within the meaning of "persons within the Receiving Party's organization," provided that such persons have executed a non-disclosure or confidentiality agreement no less stringent than this Article 19 (Confidential Information). In addition, all information provided is subject to the provisions of paragraph (c) below. (c) Each Party or third party whose shall use the other's Confidential Information has been disclosed retains ownership of its Confidential Information. Each Party agrees to (i) protect the Confidential Information received from the Disclosing Party in the same manner as it protects the confidentiality of its own proprietary and confidential materials but in no event with less than reasonable care; and (ii) use the Confidential Information received from the Disclosing Party solely for the purpose of the Agreement. Upon termination of the Agreement or upon written request submitted by the Disclosing Party, whichever comes firstperforming this Contract, the Receiving Party Project or any transaction contemplated hereby or, in the case of Owner, obtaining debt or equity financing. (d) Except for Contract Software (including WINDS and Contractor Tools), Data and Documentation and Developed Materials shall return or destroy, at be deemed Confidential Information furnished by Owner to Contractor and Contractor shall be subject to the Disclosing Party’s choice, all obligations of the Disclosing Party’s this Article 19 (Confidential Information. ) with respect thereto. (e) Notwithstanding the foregoing, AVEVA nothing in this Contract shall not be required permit a Party or any of their respective Associates or Affiliates to return or destroy any such Confidential Information if such return or destruction is impracticable or technically infeasible. Except with respect to its Affiliates, employees, contractors, or agents who need to know Confidential Information in order to support the performance of such Party’s obligations related to the Agreement, and who are contractually bound by confidentiality obligations that are at least as protective as those contained in the Agreement, neither Party shall, disclose to any person any Confidential Information received from the Disclosing Party without the Disclosing Party’s prior written consent. The Receiving Party will be responsible for any breach of this Section 5 (Confidentiality) by its Affiliates, employees, contractors, and agents and any third party to whom it discloses Confidential Information in accordance with this Section 5 (Confidentiality). For Confidential Information that does not constitute a “trade secret” under applicable law, these confidentiality obligations will expire three (3) years after the termination or expiration of the Agreement. For Confidential Information other Party to any entity that constitutes a “trade secret” under applicable lawcompetes with the other Party in the provision of products or services, these confidentiality obligations will continue until such information ceases to constitute a “trade secret” under such applicable law. Howeverwhether or not, in the case of Owner, the Receiving Party may disclose Confidential Information pursuant to an order same is acting as a contractor or subcontractor for Owner, or, in the case of a court or governmental agency, provided, that, if permitted by applicable lawContractor, the Receiving Party shall first notify the Disclosing Party same is a customer or client of such order and afford the Disclosing Party the opportunity to seek a protective order relating to such disclosure. Notwithstanding anything to the contrary contained in this Agreement, Customer authorizes AVEVA to collect, use, disclose, and modify in perpetuity information or data (including, but not limited to, general usage information and measurements) that is provided by Customer in connection with the use or receipt of the Products and Support Services (or generated or created in the course of AVEVA providing the Products and Support Services) for the purposes of developing, improving, optimizing, and delivering Products and Support Services; provided, however, that any disclosure of such data shall only include information or data that AVEVA develops or derives from such collected data or information (but such disclosure will not include the actual underlying Confidential Information of Customer)Contractor.

Confidentiality Obligations. Each 8.1 Regardless of whether this Agreement is terminated or not, each Party shall keep strictly confidential all business secrets, proprietary information, customer information and all other information of a confidential nature concerning the other Parties known by it during the execution and performance of this Agreement (collectively, the “Confidential Information”). Unless a prior written consent is obtained from the Party disclosing the Confidential Information (the “Disclosing Party”) or unless it is required to be disclosed to third parties in accordance with relevant laws, rules and regulations (including those of the United States Securities and Exchange Commission) or the requirements of the place where any affiliate is listed on a stock exchange, the Party receiving the Confidential Information (the “Receiving Party”) shall not disclose to any third party whose Confidential Information has been disclosed retains ownership of its any Confidential Information. Each The Receiving Party agrees to (i) protect the shall not use any Confidential Information received from the Disclosing Party in the same manner as it protects the confidentiality of its own proprietary and confidential materials but in no event with less other than reasonable care; and (ii) use the Confidential Information received from the Disclosing Party solely for the purpose of the performing this Agreement. Upon termination . 8.2 The following information shall not be deemed part of the Agreement or upon written request submitted Confidential Information: (a) any information that has been lawfully acquired by the Disclosing Receiving Party prior to entering into the Agreement as evidenced by other written documents; (b) any information entering the public domain not attributable to the fault of the Party receiving the information; or (c) any information lawfully acquired by the Party receiving the information through other sources after its receipt of such information. 8.3 If requested by either Party, whichever comes firstthe other Party shall return, destroy, or otherwise dispose of all documents, materials and software that contains or may contain any Confidential Information as requested, and promptly stop using such Confidential Information. 8.4 For purposes of performing this Agreement, the Receiving Party shall return or destroy, at may disclose the Disclosing Party’s choice, all of the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, AVEVA shall not be required to return or destroy any such Confidential Information if such return or destruction is impracticable or technically infeasible. Except with respect to its Affiliates, relevant employees, contractors, agents or agents who need to know Confidential Information in order to support the performance of such Party’s obligations related to the Agreement, and who are contractually bound professionals retained by confidentiality obligations that are at least as protective as those contained in the Agreement, neither Party shall, disclose to any person any Confidential Information received from the Disclosing Party without the Disclosing Party’s prior written consent. The Receiving Party will be responsible for any breach of this Section 5 (Confidentiality) by its Affiliates, employees, contractors, and agents and any third party to whom it discloses Confidential Information in accordance with this Section 5 (Confidentiality). For Confidential Information that does not constitute a “trade secret” under applicable law, these confidentiality obligations will expire three (3) years after the termination or expiration of the Agreement. For Confidential Information that constitutes a “trade secret” under applicable law, these confidentiality obligations will continue until such information ceases to constitute a “trade secret” under such applicable lawit. However, the Receiving Party may disclose Confidential Information pursuant to an order shall ensure that the aforesaid persons shall comply with all relevant terms and conditions of a court or governmental agency, provided, that, if permitted by applicable lawthis Article. In addition, the Receiving Party shall first notify the Disclosing Party be responsible for any liability incurred as a result of such order persons’ breach of the relevant terms and afford conditions of this Article 8. 8.5 The Parties’ obligations under this Article shall survive the Disclosing termination of this Agreement. Each Party shall still comply with the opportunity to seek a protective order relating to such disclosure. Notwithstanding anything confidentiality terms of this Agreement and fulfill the confidentiality obligations as promised, until the other Parties give consent to the contrary contained in this Agreementrelease of such obligations or as a matter of fact, Customer authorizes AVEVA to collect, use, disclose, and modify in perpetuity information or data (including, but not limited to, general usage information and measurements) that is provided by Customer in connection with the use or receipt violation of the Products and Support Services (or generated or created in the course of AVEVA providing the Products and Support Services) for the purposes of developing, improving, optimizing, and delivering Products and Support Services; provided, however, that any disclosure of such data shall only include information or data that AVEVA develops or derives from such collected data or information (but such disclosure confidentiality terms herein will not include cause damage of any form to the actual underlying Confidential Information of Customer)other Parties.

Confidentiality Obligations. Each Party or third party whose In the event Confidential Information has been shall be disclosed, the Parties shall first agree to disclose and receive such information in confidence All Confidential Information disclosed retains ownership by a Disclosing Party to a Receiving Party pursuant to, or in connection with, this Agreement, during the Term of its Confidential Informationthe Agreement shall be maintained in confidence by the Receiving Party and used only to perform under this Agreement. Each Receiving Party agrees shall use such measures as the Receiving Party uses to (i) protect the Confidential Information received from the Disclosing Party in the same manner as it protects the confidentiality of its own proprietary and confidential materials information of like importance, but in no event with using less than reasonable care; and (ii) use the . The Receiving Party shall not make any disclosure of such Confidential Information received from the Disclosing other than on a need-to-know basis to its employees, and/or its Affiliates’ employees and consultants. The Receiving Party solely shall be liable for the purpose its breach of the Agreementprovisions of this Section 26, as well as breaches by any other recipient whose access and use was made through the Receiving Party as specified herein. Upon termination of the Agreement or upon written request submitted by the Disclosing Party, whichever comes first, the The Receiving Party shall return or destroy, at destroy the Disclosing Party’s choice, all of tangible Confidential Information to the Disclosing Party promptly upon the Disclosing Party’s request, unless the Receiving Party has a continuing right under this Agreement to use such Confidential Information. Notwithstanding Nothing herein shall prevent assignment of the foregoingParties’ employees or consultants to other projects. For all purposes hereunder, AVEVA any Product tests conducted by HP, as well as test reports and related documentation, shall be deemed to be jointly owned Confidential Information, with each Party subject as a Receiving Party to maintain the confidentiality of such materials and refrain from disclosure or other use of such materials as provided hereunder. The Parties agree that the foregoing obligation shall not be required apply to return any information disclosed under this Agreement which the Receiving Party can demonstrate by means of dated documentation, or destroy any documentation with otherwise validated date, that such Confidential Information if such return information: (i) was already in the public domain at the time it was disclosed or destruction is impracticable subsequently enters the public domain through no fault of the Receiving Party; (ii) was known to the receiving Party or technically infeasible. Except with respect its Affiliates or in its possession prior to its Affiliatesreceipt, employees, contractors, or agents who need to know Confidential Information in order to support (iii) was developed by the performance receiving Party independently and without use of such Party’s obligations related to the Agreement, disclosure under this Agreement and who are contractually bound by confidentiality obligations that are at least as protective as those contained in the Agreement, neither Party shall, disclose to any person any Confidential Information received from the Disclosing Party without the Disclosing Party’s prior written consent. The Receiving Party will be responsible for any breach of this Section 5 Agreement; or (Confidentialityiv) was lawfully received by its Affiliates, employees, contractors, and agents and any the receiving Party on a non-confidential basis from a third party to whom it discloses Confidential Information who was not bound by a similar obligation of confidentiality in accordance with this Section 5 (Confidentiality). For Confidential Information that does not constitute a “trade secret” under applicable law, these confidentiality obligations will expire three (3) years after the termination or expiration of the Agreement. For Confidential Information that constitutes a “trade secret” under applicable law, these confidentiality obligations will continue until such information ceases to constitute a “trade secret” under such applicable law. However, the Receiving Party may disclose Confidential Information pursuant to an order of a court or governmental agency, provided, that, if permitted by applicable law, the Receiving Party shall first notify the Disclosing Party of such order and afford the Disclosing Party the opportunity to seek a protective order relating to such disclosure. Notwithstanding anything relation to the contrary contained in this Agreement, Customer authorizes AVEVA to collect, use, disclose, and modify in perpetuity information or data (including, but not limited to, general usage information and measurements) that is provided by Customer in connection with the use or receipt of the Products and Support Services (or generated or created in the course of AVEVA providing the Products and Support Services) for the purposes of developing, improving, optimizing, and delivering Products and Support Services; provided, however, that any disclosure of such data shall only include information or data that AVEVA develops or derives from such collected data or information (but such disclosure will not include the actual underlying Confidential Information of Customer)information.

Confidentiality Obligations. Each Party or third party whose of BT and AB, as a Receiving Party, agrees to hold in confidence, by using the same degree of care as each uses for information of like importance, but not less than a reasonable degree of care, any Confidential Information has been disclosed retains ownership of its Confidential Information. Each Party agrees to (i) protect it by the Confidential Information received from the Disclosing Party in the same manner as it protects the confidentiality of its own proprietary and confidential materials but in no event with less than reasonable care; and (ii) use the Confidential Information received from the Disclosing Party solely for the purpose of the Agreement. Upon termination of the Agreement or upon written request submitted by other Party, the Disclosing Party, whichever comes firsthereunder, and agrees not to disclose any Confidential Information of the Disclosing Party to any Third Party without the express written consent of the Disclosing Party. The terms and conditions of this Agreement and Joint IP shall be deemed and treated as the Confidential Information of both Parties (subject only to the exceptions set forth in parts (a) and (b) of Section 1.12) until published with the written consent of both Parties or until such time as the same may publish in a published patent application or issue into Patents or other mutually agreed upon statutory forms of intellectual property rights. Notwithstanding the foregoing, if the Receiving Party is compelled by legal process to disclose such Confidential Information, the Receiving Party shall return or destroybe permitted to do so, at but shall give notice to the Disclosing Party’s choiceParty of such requirement for disclosure as soon as possible to enable the Receiving Party to take steps to prevent disclosure, all and, in absence of any action of the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, AVEVA shall not be required use its best efforts to return or destroy any restrict such Confidential Information if such return or destruction is impracticable or technically infeasible. Except with respect to its Affiliates, employees, contractors, or agents who need to know Confidential Information in order to support the performance of such Party’s obligations related disclosure to the Agreement, and who are contractually bound by confidentiality obligations that are at least as protective as those contained in the Agreement, neither Party shall, disclose to any person any Confidential Information received from the Disclosing Party without the Disclosing Party’s prior written consentextent reasonably possible. The Receiving Party will be responsible for any breach of this Section 5 (Confidentiality) by its Affiliates, employees, contractors, and agents and any third party to whom it discloses shall use such Confidential Information in accordance with this Section 5 only for purposes of the Collaboration Program (Confidentialityor to otherwise exercise any licenses granted hereunder). For Confidential Information that does not constitute a “trade secret” under applicable law, these confidentiality obligations will expire three (3) years after the termination or expiration of the Agreement. For Confidential Information that constitutes a “trade secret” under applicable law, these confidentiality obligations will continue until such information ceases to constitute a “trade secret” under such applicable law. However, the The Receiving Party may disclose Confidential Information pursuant to an order Third Parties under confidentiality obligations at least as restrictive as those set forth herein to the limited extent necessary to have Collaboration Products made, or to distribute Collaboration Products, as such manufacturing or distribution activities shall otherwise be permitted hereunder. The obligations imposed under this Article shall remain in force for a period of five (5) years following termination or expiration of this Agreement. Notwithstanding the foregoing, with respect to any Confidential Information that consists of a court or governmental agencytrade secret, provided, that, if permitted that is identified by applicable law, the Disclosing Party in a written notice delivered to the Receiving Party shall first notify the Disclosing Party of such order and afford the Disclosing Party the opportunity to seek a protective order relating to such disclosure. Notwithstanding anything prior to the contrary contained in date of termination or expiration of this Agreement, Customer authorizes AVEVA to collect, use, disclose, and modify in perpetuity information the obligations imposed under this Article shall survive (without any temporal limitation) any termination or data (including, but not limited to, general usage information and measurements) that is provided by Customer in connection with the use or receipt expiration of the Products and Support Services (or generated or created in the course of AVEVA providing the Products and Support Services) for the purposes of developing, improving, optimizing, and delivering Products and Support Services; provided, however, that any disclosure of such data shall only include information or data that AVEVA develops or derives from such collected data or information (but such disclosure will not include the actual underlying Confidential Information of Customer)this Agreement.

Confidentiality Obligations. Each Party or third party whose of Scholar Rock and JBI shall not disclose, and shall keep all Confidential Information has been disclosed retains ownership of its Confidential Information. Each the other Party agrees to (i) protect the Confidential Information received from the Disclosing Party in confidential with the same manner as degree of care it protects employs to maintain the confidentiality of its own proprietary and confidential materials Confidential Information, but in no event with less than a reasonable care; and (ii) use the Confidential Information received from the Disclosing Party solely for the purpose degree of the Agreement. Upon termination of the Agreement or upon written request submitted by the Disclosing Party, whichever comes first, the Receiving Party shall return or destroy, at the Disclosing Party’s choice, all of the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, AVEVA shall not be required to return or destroy any such Confidential Information if such return or destruction is impracticable or technically infeasible. Except with respect to its Affiliates, employees, contractors, or agents who need to know Confidential Information in order to support the performance of such Party’s obligations related to the Agreement, and who are contractually bound by confidentiality obligations that are at least as protective as those contained in the Agreement, neither Party shall, disclose to any person any Confidential Information received from the Disclosing Party without the Disclosing Party’s prior written consent. The Receiving Party will be responsible for any breach of this Section 5 (Confidentiality) by its Affiliates, employees, contractors, and agents and any third party to whom it discloses Confidential Information in accordance with this Section 5 (Confidentiality). For Confidential Information that does not constitute a “trade secret” under applicable law, these confidentiality obligations will expire three (3) years after the termination or expiration of the Agreement. For Confidential Information that constitutes a “trade secret” under applicable law, these confidentiality obligations will continue until such information ceases to constitute a “trade secret” under such applicable law. However, the Receiving Party may disclose Confidential Information pursuant to an order of a court or governmental agency, provided, that, if permitted by applicable law, the Receiving Party shall first notify the Disclosing Party of such order and afford the Disclosing Party the opportunity to seek a protective order relating to such disclosure. Notwithstanding anything to the contrary contained in this Agreement, Customer authorizes AVEVA to collect, use, disclose, and modify in perpetuity information or data care (including, but not limited to, general usage information establishing and measurements) that is provided by Customer in connection with maintaining effective security measures to safeguard the Confidential Information of the other Party from unauthorized use or receipt access). Neither Party shall (1) use such Confidential Information of the Products other Party for any purpose other than in performance of, in exercise of, or enforcement of its rights under, this Agreement or (2) disclose the same to any other Person other than to such of its and Support Services (its Affiliates’ directors, managers, employees, independent contractors, agents or generated consultants who have a need to know such Confidential Information to implement the terms of this Agreement, including, without limitation, evaluation of the Collaboration Molecules and/or Lead Molecules, the Program Plan or created in the course of AVEVA providing the Products other discovery and Support Services) for the purposes of developing, improving, optimizing, research activities and delivering Products and Support Serviceswhether to exercise a License Option; provided, however, that a Receiving Party shall advise any disclosure of its and its Affiliates’ directors, managers, employees, independent contractors, agents or consultants who receives such data shall only include information or data that AVEVA develops or derives from such collected data or information (but such disclosure will not include the actual underlying Confidential Information of Customer)the confidential nature thereof and of the obligations contained in this Agreement relating thereto, and the Receiving Party shall ensure (including, but not limited to, in the case of a Third Party, by means of a written agreement with such Third Party having terms similar to those contained in this ARTICLE 10) that all such directors, managers, employees, independent contractors, agents and consultants comply with such obligations as if they had been a party hereto; JBI shall be directly responsible to Scholar Rock for any damages resulting from any breach by any such Persons (including such Third Parties) of their confidentiality or restricted use obligations in respect of Scholar Rock’s Confidential Information. Scholar Rock shall be directly responsible to JBI for any damages resulting from any breach by any such Persons (including such Third Parties) of their confidentiality or restricted use obligations in respect of JBI’s Confidential Information. Upon expiration or termination of this Agreement, the Receiving Party shall return or destroy all documents, tapes or other media containing Confidential Information of the Disclosing Party that remain in the possession of the Receiving Party or its (or its Affiliate’s) directors, managers, employees, independent contractors, agents or consultants, except that the Receiving Party may keep one copy of the Confidential Information in the legal department files or electronic backup files of the Receiving Party, solely for archival purposes. Such archival copy shall be deemed to be the property of the Disclosing Party, and shall continue to be subject to the provisions of this ARTICLE 10.

Confidentiality Obligations. Each Party or third party whose Confidential Information has been disclosed retains ownership of its The term "Confidential Information. Each Party agrees to (i) protect the Confidential Information received from the Disclosing Party " shall mean all information in the same manner as it protects the confidentiality of its own proprietary broadest sense in whatever form or medium that relates to past, present, or future research, development, and confidential materials but in no event with less than reasonable care; and (ii) use the Confidential Information received from the Disclosing Party solely for the purpose business activities of the Agreement. Upon termination of the Agreement or upon written request submitted by the Disclosing Party, whichever comes first, the Receiving Party shall return or destroy, at the Disclosing Party’s choice, all of the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, AVEVA shall not be required to return or destroy any such Confidential Information if such return or destruction is impracticable or technically infeasible. Except with respect to its Affiliates, employees, contractors, or agents who need to know Confidential Information in order to support the performance of such Party’s obligations related to the Agreementdisclosing party, and who are contractually bound by confidentiality obligations that are at least as protective as those contained in the Agreementdisclosing party’s procedures, neither Party shall, disclose to any person any Confidential Information received from the Disclosing Party without the Disclosing Party’s prior written consent. The Receiving Party will be responsible for any breach of this Section 5 (Confidentiality) by its Affiliates, employees, contractorsalgorithms, and agents and any third party to whom it discloses Confidential Information in accordance with this Section 5 (Confidentiality). For Confidential Information that does not constitute a “trade secret” under applicable law, these confidentiality obligations will expire three (3) years after the termination or expiration of the Agreement. For Confidential Information that constitutes a “trade secret” under applicable law, these confidentiality obligations will continue until such information ceases to constitute a “trade secret” under such applicable law. However, the Receiving Party may disclose Confidential Information pursuant to an order of a court or governmental agency, provided, that, if permitted by applicable law, the Receiving Party shall first notify the Disclosing Party of such order and afford the Disclosing Party the opportunity to seek a protective order relating to such disclosure. Notwithstanding anything to the contrary contained in this Agreement, Customer authorizes AVEVA to collect, use, disclose, and modify in perpetuity information or data (including, but not limited towithout limitation, general usage those contained in databases) which are related to these activities, information related to the operations, planning, control, and marketing of the business interests and products of the disclosing party and any other information about its business affairs and which the disclosing party deems to be confidential and/or proprietary, which the receiving party and its employees and agents may acquire possession of or access to by reason of its work with the disclosing party. This term shall also include all information and measurements) that is software belonging to third parties which was provided to the disclosing in confidence to which the receiving party may have access by Customer in connection with reason of its work under this Agreement. The receiving party acknowledges the use or receipt confidential nature of the Products Confidential Information and Support Services (the disclosing party’s valuable proprietary interest in it. The receiving party and its employees and agents shall treat all Confidential Information as confidential and proprietary to the disclosing party and its Affiliates. The receiving party shall limit access to the Confidential Information to its employees and agents working on any relevant Project and to those supervisory personnel with a legitimate need to know such information and shall not use, copy, or generated remove any Confidential Information except to the extent necessary to carry out any relevant Project, without the prior written consent of the disclosing party. Upon completion or created termination of any relevant Project, at the disclosing party’s request, the receiving party and its employees or agents shall return to the disclosing party’s relevant Project Manager all documents or other materials in the course of AVEVA providing the Products and Support Services) for the purposes of developingwhatever form that contain Confidential Information, improving, optimizingdestroy all copies thereof, and delivering Products and Support Services; provided, however, certify to the disclosing party in writing that any disclosure all copies of such materials have been destroyed; this commitment shall not extend to data held on computer archive systems but the receiving party shall only include information or data acknowledge that AVEVA develops or derives from such collected data or information (but such disclosure will not include the actual underlying duty to preserve the Confidential Information of Customer)as confidential extends to such archives .

Confidentiality Obligations. Each 2.1 Party B’s obligation of confidentiality is based on its duty of loyalty to Party A. Party B shall perform the following obligations: 2.1.1 strictly abide by any written or third party whose Confidential Information has been disclosed retains ownership unwritten rules and regulations stipulated by Party A, and perform the corresponding protection of its position Confidential Information. Each duty to prevent the disclosure of confidential information of Party agrees A or others but Party A has the obligation to (i) protect keep confidential; such as the Confidential Information received from relevant confidentiality system or double confidentiality Other confidentiality agreements and the Disclosing Party provisions of the agreement do not coincide, should be in accordance with the same manner as it protects strictest confidentiality provisions or agreements; 2.1.2 the confidentiality rules and regulations of its own proprietary Party A are not stipulated or unclear, Party B shall also be cautious and honest, To take necessary and reasonable measures to safeguard any property owned or owned by Party A or others that is known or held during the term of office However, Party A undertakes to keep confidential materials but information in no event with less than reasonable care; order to keep it confidential; 2.1.3 confidential data, information and (ii) use the Confidential Information received from the Disclosing Party solely documents are used only for the purpose of the Agreement. Upon termination providing services to Party A, Party B shall not serve other purposes To use or allow such information to be used. 2.1.4 shall not make use of the Agreement confidential information of Party A or upon written request submitted by the Disclosing Party, whichever comes first, the Receiving Party shall return or destroy, at the Disclosing Party’s choice, all of the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, AVEVA shall not be required to return or destroy any such Confidential Information if such return or destruction is impracticable or technically infeasible. Except with respect to its Affiliates, employees, contractors, or agents who need to know Confidential Information in order to support the performance of such Party’s obligations related to the Agreement, and who are contractually bound by confidentiality obligations that are at least as protective as those contained in the Agreement, neither Party shall, disclose to any person any Confidential Information received from the Disclosing Party without the Disclosing Party’s prior written consent. The Receiving Party will be responsible for any breach of this Section 5 (Confidentiality) by its Affiliates, employees, contractors, and agents and any third party which belongs to whom others but which Party A undertakes to keep confidential Lxx. 2.2 During the period of Party A’s work or after leaving Party A (no matter what reason Party B leaves for), Party B shall not take any form Disclosure or publication of any confidential information that Party A or Party A undertakes to keep confidential unless Party A has the right to obtain Any other person or organization other than the person who knows the trade secret. 2.3 The period for which Party B assumes the obligation of confidentiality after leaving office shall be indefinite until Party A declares that the declassified or confidential information has been made public to the public The crowd was completely open. 2.4 Without the permission of Party A, Party B shall not at any time make copies, abstracts, summaries and expositions of Party A’s confidential information. 2.5 Party B shall return it discloses Confidential Information in accordance with this Section 5 the manner, procedure, time and requirements specified by Party A when leaving Party A or at the request of Party A All property belonging to Party A (Confidentialityincluding all property and materials stored inside and outside Party A). For Confidential Information that does , including a record of Party A’s confidential information Cut carrier, can not constitute a “trade secret” under applicable lawdetain, these confidentiality obligations will expire three (3) years after the termination copy, transfer others or expiration of the Agreement. For Confidential Information that constitutes a “trade secret” under applicable lawdelete, these confidentiality obligations will continue until such information ceases to constitute a “trade secret” under such applicable law. Howeverdestroy, the Receiving Party may disclose Confidential Information pursuant to an order of a court or governmental agency, provided, that, if permitted by applicable law, the Receiving Party shall first notify the Disclosing Party of such order and afford the Disclosing Party the opportunity to seek a protective order relating to such disclosure. Notwithstanding anything to the contrary contained in this Agreement, Customer authorizes AVEVA to collect, use, disclose, and modify in perpetuity information or data (including, but not limited to, general usage information and measurements) that is provided by Customer in connection with the use or receipt of the Products and Support Services (or generated or created in the course of AVEVA providing the Products and Support Services) for the purposes of developing, improving, optimizing, and delivering Products and Support Services; provided, however, that any disclosure of such data shall only include information or data that AVEVA develops or derives from such collected data or information (but such disclosure will not include the actual underlying Confidential Information of Customer)take out.

Confidentiality Obligations. Each Party or third party whose Confidential Information has been disclosed retains ownership of its Confidential Information. Each Party agrees to (i) protect the Confidential Information received from the Disclosing Party in the same manner as it protects the confidentiality of its own proprietary and confidential materials but in no event with less than reasonable care; and (ii) use the Confidential Information received from the Disclosing Party solely for the purpose of the Agreement. Upon termination of the Agreement or upon written request submitted by the Disclosing Party, whichever comes first, the Receiving Party shall return or destroy, at the Disclosing Party’s choice, all of the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, AVEVA shall not be required to return or destroy any such Confidential Information if such return or destruction is impracticable or technically infeasible. Except with respect to its Affiliates, employees, contractors, or agents who need to know Confidential Information in order to support the performance of such Party’s obligations related to the Agreement, and who are contractually bound by confidentiality obligations that are at least as protective as those contained in the Agreement, neither Party shall, disclose to any person any Confidential Information received from the Disclosing Party without the Disclosing Party’s prior written consent. The Receiving Party will be responsible for any breach of this Section 5 (Confidentiality) by its Affiliates, employees, contractors, and agents and any third party to whom it discloses Confidential Information in accordance with this Section 5 (Confidentiality). For Confidential Information that does not constitute a “trade secret” under applicable law, these confidentiality obligations will expire three (3) years after the termination or expiration of the Agreement. For Confidential Information that constitutes a “trade secret” under applicable law, these confidentiality obligations will continue until such information ceases to constitute a “trade secret” under such applicable law. However, the Receiving Party may disclose Confidential Information pursuant to an order of a court or governmental agency, provided, that, if permitted by applicable law, the Receiving Party shall first notify the Disclosing Party of such order and afford the Disclosing Party the opportunity to seek a protective order relating to such disclosure. Notwithstanding anything to the contrary contained in this Agreement, Customer authorizes AVEVA to collect, use, disclose, and modify in perpetuity information or data (including, but not limited to, general usage information and measurements) that is provided by Customer in connection with the use or receipt of the Products and Support Services (or generated or created in the course of AVEVA providing the Products and Support ServicesProducts) for the purposes of developing, improving, optimizing, and delivering Products and Support ServicesProducts; provided, however, that any disclosure of such data shall only include information or data that AVEVA develops or derives from such collected data or information (but such disclosure will not include the actual underlying Confidential Information of Customer).

Confidentiality Obligations. Each Party Unless otherwise provided in this Agreement, the Recipient shall, and shall ensure that its relevant personnel, (1) keep confidential of the confidential information during the term of this Agreement, and this obligation of confidentiality shall remain valid after the expiration or third party whose Confidential Information has been termination or ending of this Agreement until the confidential information is legally disclosed retains ownership of its Confidential Information. Each Party agrees to (i) protect the Confidential Information received from or the Disclosing Party notifies the Recipient in the same manner as writing that it protects the confidentiality is not bound by this obligation of its own proprietary and confidential materials but in no event with less than reasonable careconfidentiality; and (ii2) not use the Confidential Information received from the Disclosing Party solely confidential information except for the purpose of fulfilling this Agreement; (3) not disclose the Agreement. Upon termination of the Agreement or upon written request submitted by the Disclosing Partyconfidential information to any third party, whichever comes first, the Receiving Party shall return or destroy, at the Disclosing Party’s choice, all of the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, AVEVA shall not be required to return or destroy any such Confidential Information if such return or destruction is impracticable or technically infeasible. Except with respect to its Affiliates, employees, contractors, or agents except for (1) those persons who need to know Confidential Information in order the service-related confidential information, provided that the Recipient shall be obliged to support oblige the performance of such Party’s obligations related persons concerned to abide by the Agreement, Agreement and who are contractually bound by confidentiality obligations that are at least as protective as those contained in bear liability for the Agreement, neither Party shall, disclose to any person any Confidential Information received from the Disclosing Party without the Disclosing Party’s prior written consent. The Receiving Party will be responsible for any breach violation of this Section 5 confidentiality obligation by the persons concerned; and (Confidentiality2) inspection, disclosure or other activities required by its Affiliatesgovernment agencies, employees, contractors, and agents and any third party to whom it discloses Confidential Information in accordance with this Section 5 (Confidentiality). For Confidential Information that does not constitute a “trade secret” under applicable law, these confidentiality obligations will expire three (3) years after the termination or expiration of the Agreement. For Confidential Information that constitutes a “trade secret” under applicable law, these confidentiality obligations will continue until such information ceases to constitute a “trade secret” under such applicable law. However, the Receiving Party may disclose Confidential Information pursuant to an order of a court or governmental agency, provided, that, if permitted by applicable law, the Receiving Party shall first notify the Disclosing Party of such order and afford the Disclosing Party the opportunity to seek a protective order relating to such disclosure. Notwithstanding anything to the contrary contained in this Agreement, Customer authorizes AVEVA to collect, use, disclose, and modify in perpetuity information or data judicial procedures (including, but not limited to, general usage the extent to which litigation, arbitration or responding, arbitration defenses are reasonably necessary), securities exchanges or relevant legal requirements To the extent permitted by law, the Recipient shall promptly notify the Disclosing Party in writing, and through reasonable efforts to ensure that the confidential information is treated confidentially, and measurements) that is provided by Customer in connection cooperate with the use or receipt Disclosing Party to take reasonable measures to minimize the confidential information that may be disclosed, but the scope of the Products and Support Services (above disclosure shall be controlled within the necessary limits. The Recipient agrees to take any feasible measures to protect the confidentiality of confidential information to a level not less than that of its own confidential content or generated or created in content of the course of AVEVA providing the Products and Support Services) for the purposes of developing, improving, optimizingsame nature, and delivering Products to avoid unauthorized disclosure and Support Services; provideduse. The obligations under this Clause 12.2 shall continue to be performed after the termination or ending or expiration of this Agreement. Notwithstanding the foregoing, however, that any disclosure the existence of such data shall only include information this Agreement and its non-technical terms may be disclosed in a confidential manner as a result of potential financing or data that AVEVA develops or derives from such collected data or information (but such disclosure will not include the actual underlying Confidential Information of Customer)acquisition.

Confidentiality Obligations. Each Party or third Except as expressly authorized by prior written consent of the disclosing party whose (“Discloser”), the party receiving Confidential Information has been disclosed retains ownership (“Recipient”) shall: A. Limit access to Discloser’s Confidential Information to Recipient’s employees or consultants who have a need-to-know in connection with the evaluation of the potential business transaction contemplated between the parties and any resulting relationship between the parties, and only for use in connection therewith; B. Advise those employees and consultants who have access to the Confidential Information of the proprietary nature thereof and of the obligations set forth in this Agreement; C. Take appropriate action by instruction or agreement with the employees and consultants having access to Discloser’s Confidential Information to fulfill Recipient’s obligations under this Agreement; D. Safeguard all of Discloser’s Confidential Information by using a reasonable degree of care, but not less than that degree of care used by Recipient in safeguarding its own similar information or material; E. Use all of Discloser’s Confidential Information solely for purposes of evaluating the potential business transactions between the parties and any resulting relationship between the parties; provided, however, that Participant may aggregate TIAA’s non-public portfolio holdings information with similar data of other clients of Participant and may report and use such aggregated data so long as such aggregated data is sufficiently large a sample that no Confidential Information of TIAA can be identified either directly or by inference or implication from such aggregated data; F. Not disclose any of Discloser’s Confidential Information to third parties, except as authorized by the Discloser. Upon Discloser’s request, Recipient shall surrender to Discloser or, at Discloser’s request destroy all memoranda, notes, records, drawings, manuals, records, and other documents or materials (and all copies of same) relating to or containing Discloser’s Confidential Information. Each Party agrees When Recipient destroys or returns the materials, Recipient shall certify in writing that it has destroyed or returned all materials containing or relating to (i) protect the Confidential Information received from the Disclosing Party in the same manner as it protects the confidentiality of its own proprietary and confidential materials but in no event with less than reasonable care; and (ii) use the Confidential Information received from the Disclosing Party solely for the purpose of the Agreement. Upon termination of the Agreement or upon written request submitted by the Disclosing Party, whichever comes first, the Receiving Party shall return or destroy, at the Disclosing Party’s choice, all of the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, AVEVA shall not Recipient may keep copies of the Discloser’s Confidential Information solely for the purpose of maintaining appropriate business records or as may be required by law or regulation, subject in all cases to return or destroy any such Confidential Information if such return or destruction is impracticable or technically infeasible. Except with respect to its Affiliates, employees, contractors, or agents who need to know Confidential Information in order to support the performance of such PartyRecipient’s obligations related to the Agreement, and who are contractually bound by confidentiality obligations that are at least as protective as those contained in the Agreement, neither Party shall, disclose to any person any Confidential Information received from the Disclosing Party without the Disclosing Party’s prior written consent. The Receiving Party will be responsible for any breach of this Section 5 (Confidentiality) by its Affiliates, employees, contractors, and agents and any third party to whom it discloses Confidential Information in accordance with this Section 5 (Confidentiality). For Confidential Information that does not constitute a “trade secret” under applicable law, these confidentiality obligations will expire three (3) years after the termination or expiration of the Agreement. For Confidential Information that constitutes a “trade secret” under applicable law, these confidentiality obligations will continue until such information ceases to constitute a “trade secret” under such applicable law. However, the Receiving Party may disclose Confidential Information pursuant to an order of a court or governmental agency, provided, that, if permitted by applicable law, the Receiving Party shall first notify the Disclosing Party of such order and afford the Disclosing Party the opportunity to seek a protective order relating to such disclosure. Notwithstanding anything to the contrary contained in this Agreement, Customer authorizes AVEVA to collect, use, disclose, and modify in perpetuity information or data (including, but not limited to, general usage information and measurements) that is provided by Customer in connection with the use or receipt of the Products and Support Services (or generated or created in the course of AVEVA providing the Products and Support Services) for the purposes of developing, improving, optimizing, and delivering Products and Support Services; provided, however, that any disclosure of such data shall only include information or data that AVEVA develops or derives from such collected data or information (but such disclosure will not include the actual underlying Confidential Information of Customer).

Confidentiality Obligations. Each 2.1 In return for Codemasters or any Codemasters Party or third party whose making Confidential Information has been disclosed retains ownership available to EA, EA undertakes to Codemasters and each member of its Confidential Information. Each the Codemasters Group that EA will, and will procure that each other EA Party agrees to (i) protect will: 2.1.1 unless otherwise expressly agreed in writing by Codemasters, keep the Confidential Information received from secret and, subject to clauses 5 and 7, will not, directly or indirectly disclose or publish any Confidential Information to any person (including, without limitation, EA's Representatives or any other EA Parties); 2.1.2 use the Disclosing Party Confidential Information solely for the Purpose; 2.1.3 promptly notify Codemasters in writing as soon as EA becomes aware of any breach (or suspected breach) of this agreement or any breach (or suspected breach) of confidence in relation to the same manner as Confidential Information; 2.1.4 keep the Confidential Information safe and secure and will apply to it protects the confidentiality of documentary and electronic security measures that match those that EA operates in relation to its own proprietary confidential information and confidential materials but in no event with will also exercise not less than reasonable care; and (ii) use ; 2.1.5 not take any copies of the Confidential Information received from the Disclosing Party solely save as is strictly necessary for the purpose of the Agreement. Upon termination of the Agreement or upon written request submitted by the Disclosing Party, whichever comes first, the Receiving Party shall return or destroy, at the Disclosing Party’s choice, all of the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, AVEVA shall not be required to return or destroy Purpose and any such copies will be deemed to be Confidential Information if such return or destruction is impracticable or technically infeasible. Except with respect to its Affiliates, employees, contractors, or agents who need to know Confidential Information in order to support the performance of such Party’s obligations related to the Agreement, and who are contractually bound by confidentiality obligations that are at least as protective as those contained in the Agreement, neither Party shall, disclose to any person any Confidential Information received from the Disclosing Party without the Disclosing Party’s prior written consent. The Receiving Party will be responsible for any breach of this Section 5 kept in a manner such that it is clearly identifiable as being separate from EA's (Confidentialityor that EA Party's (as appropriate)) by its Affiliates, employees, contractors, and agents and any third party to whom it discloses Confidential Information in accordance with this Section 5 (Confidentiality). For Confidential Information that does not constitute a “trade secret” under applicable law, these confidentiality obligations will expire three (3) years after the termination or expiration of the Agreement. For Confidential Information that constitutes a “trade secret” under applicable law, these confidentiality obligations will continue until such information ceases to constitute a “trade secret” under such applicable law. However, the Receiving Party may disclose Confidential Information pursuant to an order of a court or governmental agency, provided, that, if permitted by applicable law, the Receiving Party shall first notify the Disclosing Party of such order and afford the Disclosing Party the opportunity to seek a protective order relating to such disclosure. Notwithstanding anything to the contrary contained in this Agreement, Customer authorizes AVEVA to collect, use, disclose, and modify in perpetuity information or data (including, but not limited to, general usage information and measurements) that is provided by Customer own information; and 2.1.6 in connection with the use Purpose, contact and deal only with those Representatives or receipt advisors of Codemasters notified by Codemasters to EA in writing from time to time and will not seek Confidential Information from, or discuss Confidential Information with, any of Codemasters' or Codemasters Group's other Representatives. 2.2 Any Personal Data that is disclosed by or on behalf of any Codemasters Party to any EA Party (on or after the date of this agreement) or is obtained by any EA Party directly or indirectly from any Codemasters Party shall at all times be treated as Confidential Information and shall be subject to the terms of this agreement. 2.3 EA will inform each of the Products EA Parties to whom any Personal Data is disclosed by or on behalf of any Codemasters Party or who obtains any Personal Data directly or indirectly from any Codemasters Party of the provisions of clauses 2.2, 2.4 and Support Services (2.5 and the restrictions imposed by them in relation to Personal Data so disclosed or generated obtained. 2.4 In addition, EA undertakes that it will not, and will procure that none of the other EA Group Undertakings will, use any Personal Data so disclosed or created in the course of AVEVA providing the Products and Support Services) obtained other than where strictly necessary for the purposes Purpose and shall at all times keep such Personal Data secure by complying with the sixth data protection principle under GDPR. For the avoidance of developingdoubt, improving, optimizingthe parties acknowledge and accept that they will each be acting as independent data controllers in respect of any Personal Data disclosed as part of the Confidential Information. 2.5 At all times EA will, and delivering Products will procure that each other EA Group Undertaking will, in relation to any Confidential Information: 2.5.1 comply with its obligations under GDPR; 2.5.2 not act in a manner that EA knows, or reasonably ought to have known, would cause Codemasters or any other member of the Codemasters Group to be in breach of its obligations under GDPR; and 2.5.3 take all steps reasonably required by Codemasters to ensure that Codemasters and Support Services; provided, however, that any disclosure the other members of the Codemasters Group are able to comply with their respective obligations under GDPR in respect of such data shall only include information or data that AVEVA develops or derives from such collected data or information (but such disclosure will not include the actual underlying Confidential Information of Customer)Information.

Confidentiality Obligations. Each Party or third party whose Confidential Information has been disclosed retains ownership of its Confidential Information. Each Party agrees to (i) protect the Strakan and Aptalis shall keep all Confidential Information received from the Disclosing other Party in with the same manner as degree of care it protects maintains the confidentiality of its own proprietary and confidential materials Confidential Information, but in no event with less than a reasonable degree of care; and (ii) . Neither Party shall use the such Confidential Information received from for any purpose other than in performance of this Agreement or disclose the Disclosing same to any other person other than to such of its and its Affiliates’ or sub-licensees, directors, officers, managers, employees, independent contractors, agents or consultants who have a need to know such Confidential Information to implement the terms of this Agreement or enforce its rights under this Agreement; provided, * Confidential treatment requested. however, that a Receiving Party solely for the purpose shall advise any of its and its Affiliates’, sub-licensees, directors, officers, managers, employees, independent contractors, agents or consultants who receives such Confidential Information of the Agreement. Upon termination confidential nature thereof and of the obligations contained in this Agreement or upon written request submitted by the Disclosing Partyrelating thereto, whichever comes first, and the Receiving Party shall return or destroyensure (including, at in the Disclosing case of a Third Party’s choice, all by means of the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, AVEVA shall not be required to return or destroy any a written agreement with such Confidential Information if such return or destruction is impracticable or technically infeasible. Except with respect to its Affiliates, employees, contractors, or agents who need to know Confidential Information in order to support the performance of such Party’s obligations related to the Agreement, and who are contractually bound by confidentiality obligations that are Third Party having terms at least as protective as those contained in the Agreementthis Article 9) that all such directors, neither Party shallofficers, disclose to any person any Confidential Information received from the Disclosing Party without the Disclosing Party’s prior written consent. The Receiving Party will be responsible for any breach of this Section 5 (Confidentiality) by its Affiliatesmanagers, employees, independent contractors, and agents and any third party to whom it discloses Confidential Information in accordance or consultants comply with such obligations as if they had been a Party hereto. Upon termination of this Section 5 (Confidentiality). For Confidential Information that does not constitute a “trade secret” under applicable law, these confidentiality obligations will expire three (3) years after the termination or expiration of the Agreement. For Confidential Information that constitutes a “trade secret” under applicable law, these confidentiality obligations will continue until such information ceases to constitute a “trade secret” under such applicable law. However, the Receiving Party may disclose Confidential Information pursuant to an order of a court or governmental agency, provided, that, if permitted by applicable law, the Receiving Party shall first notify return or destroy all documents, tapes or other media, other than the Receiving Party’s back-up or archival media (which media shall be destroyed in the normal course of the Receiving Party’s document retention program), containing Confidential Information of the Disclosing Party that remain in the possession of such order and afford the Receiving Party or its directors, managers, employees, independent contractors, agents or consultants, except that the Receiving Party may keep one copy of the Confidential Information in the legal department files of the Receiving Party, solely for archival purposes. Such archival copy shall be deemed to be the property of the Disclosing Party the opportunity Party, and shall continue to seek a protective order relating to such disclosure. Notwithstanding anything be subject to the contrary contained in provisions of this Agreement, Customer authorizes AVEVA to collect, use, disclose, and modify in perpetuity information or data (including, but not limited to, general usage information and measurements) that is provided by Customer in connection with the use or receipt of the Products and Support Services (or generated or created in the course of AVEVA providing the Products and Support Services) for the purposes of developing, improving, optimizing, and delivering Products and Support Services; provided, however, that any disclosure of such data shall only include information or data that AVEVA develops or derives from such collected data or information (but such disclosure will not include the actual underlying Confidential Information of Customer)Article 9.

Confidentiality Obligations. Each Except as expressly permitted herein, during the Term of this Agreement and for a period of [*] after termination or expiration of this Agreement, Carbylan and Jingfeng shall keep all information received from the other Party or third party whose (including the information received under the NDA and the Term Sheet) (“Confidential Information”) strictly confidential and shall not disclose the same to any Third Parties without the prior written consent of the other Party, except such Confidential Information which: (a) is or becomes publicly known through no fault of the receiving party, (b) is already known to the receiving party prior to disclosure by the disclosing party as evidenced by the business records of the receiving party, (c) is learned by the receiving party from a Third Party entitled to disclose it, (d) is required to be disclosed in order to comply with a court order, law or regulation, or required by a competent authority to be disclosed; provided that such receiving party provides the disclosing party with reasonable prior written notice of such disclosure and reasonable assistance in obtaining a protective order or confidential treatment [*] Certain information on this page has been disclosed retains ownership of its omitted and filed separately with the Securities and Exchange Commission. Confidential Informationtreatment has been requested with respect to the omitted portions. Each Party agrees to (i) protect preventing or limiting the disclosure and/or requiring that the Confidential Information received from so disclosed be used only for the Disclosing Party in purposes for which the same manner as it protects law or regulation required, or for which the confidentiality order was issued, (e) is independently developed by the receiving party without the use of its own proprietary and confidential materials but in no event with less than reasonable care; and (ii) use the or reference to such Confidential Information received from as evidenced by the Disclosing Party solely business records of the receiving party, or (f) is disclosed by Jingfeng as necessary for supporting the promotional claims for the purpose of the Agreement. Upon termination of the Agreement or upon written request submitted Licensed Products as pre-approved by the Disclosing Party, whichever comes first, the Receiving Party shall return or destroy, at the Disclosing Party’s choice, all of the Disclosing Party’s Confidential InformationCarbylan. Notwithstanding the foregoing, AVEVA shall not be required to return or destroy any such either Party may disclose necessary Confidential Information if such return or destruction is impracticable or technically infeasible. Except with respect to its Affiliates, employeesSublicensees, distributors, agents, independent contractors, investors, and financial institutions or agents who need lenders (collectively, “Authorized Persons”); provided that such Authorized Persons are under confidentiality obligations substantially equivalent to know Confidential Information in those undertaken by such Party hereunder. Furthermore, except as required by law, regulation or court order (including for the purpose of compliance with any disclosure requirements of the U.S. Securities and Exchange Commission or the like), Carbylan shall not publish any Know-How without the consent of Jingfeng, such consent not to support be unreasonably withheld. If such consent is required, Jingfeng shall respond to any such request from Carbylan within [*] following the performance receipt of such Partyrequest. Jingfeng shall not publish any Know-How without the consent of Carbylan, except as may be required to comply with Applicable Law. It is recognized by the Parties that it may be advantageous for Jingfeng’s obligations related development activities for certain Know-How to the Agreementbe published, and who are contractually bound by confidentiality obligations that are at least as protective as those contained the Parties will cooperate in good faith to ensure the Agreement, neither Party shall, disclose to any person any Confidential Information received from the Disclosing Party without the Disclosing Party’s prior written consent. The Receiving Party will be responsible for any breach timely publication of this Section 5 (Confidentiality) by its Affiliates, employees, contractors, and agents and any third party to whom it discloses Confidential Information appropriate Know-How in accordance with this Section 5 (Confidentiality). For Confidential Information that does not constitute a “trade secret” under applicable law, these confidentiality obligations will expire three (3) years after the termination or expiration of the Agreement. For Confidential Information that constitutes a “trade secret” under applicable law, these confidentiality obligations will continue until such information ceases to constitute a “trade secret” under such applicable law. However, the Receiving Party may disclose Confidential Information pursuant to an order of a court or governmental agency, provided, that, if permitted by applicable law, the Receiving Party shall first notify the Disclosing Party of such order and afford the Disclosing Party the opportunity to seek a protective order relating to such disclosure. Notwithstanding anything to the contrary contained in this Agreement, Customer authorizes AVEVA to collect, use, disclose, and modify in perpetuity information or data (including, but not limited to, general usage information and measurements) that is provided by Customer in connection with the use or receipt of the Products and Support Services (or generated or created in the course of AVEVA providing the Products and Support Services) for the purposes of developing, improving, optimizing, and delivering Products and Support Services; provided, however, that any disclosure of such data shall only include information or data that AVEVA develops or derives from such collected data or information (but such disclosure will not include the actual underlying Confidential Information of Customer)agreed upon manner.

Confidentiality Obligations. Each The Receiving Party or third party whose acknowledges that in connection with this Agreement it will gain access to Confidential Information has been disclosed retains ownership of its Confidential Information. Each Party agrees to (i) protect the Confidential Information received from the Disclosing Party in the same manner as it protects the confidentiality of its own proprietary and confidential materials but in no event with less than reasonable care; and (ii) use the Confidential Information received from the Disclosing Party solely for the purpose of the Agreement. Upon termination of the Agreement or upon written request submitted by the Disclosing Party, whichever comes first, the Receiving Party shall return or destroy, at the Disclosing Party’s choice, all of . As a condition to being provided with the Disclosing Party’s Confidential Information. Notwithstanding , the foregoingReceiving Party shall, AVEVA shall subject to Sections 2.3 and 2.5: (a) not be required to return or destroy any such use the Disclosing Party’s Confidential Information if such return or destruction is impracticable or technically infeasible. Except with respect to its Affiliates, employees, contractors, or agents who need to know other than as strictly necessary for the Purpose; and (b) maintain the Disclosing Party’s Confidential Information in order strict confidence and, subject to support Section 2.3, not disclose in whole or in part, directly or indirectly, the performance of such Disclosing Party’s obligations related to the Agreement, and who are contractually bound by confidentiality obligations that are at least as protective as those contained in the Agreement, neither Party shall, disclose Confidential Information to any person any Confidential Information received from the Disclosing Third Party without the Disclosing Party’s prior written consent. The Receiving Party will be responsible for any breach of this Section 5 (Confidentiality) by its Affiliates; provided, employees, contractors, and agents and any third party to whom it discloses Confidential Information in accordance with this Section 5 (Confidentiality). For Confidential Information that does not constitute a “trade secret” under applicable law, these confidentiality obligations will expire three (3) years after the termination or expiration of the Agreement. For Confidential Information that constitutes a “trade secret” under applicable law, these confidentiality obligations will continue until such information ceases to constitute a “trade secret” under such applicable law. Howeverhowever, the Receiving Party may disclose the Confidential Information to its Representatives and Subcontractors (that are expressly approved by the Parties pursuant to an order the COA, RDSA, or any other relevant existing or future agreement with subcontracting provisions) who: (i) have a need to know the Confidential Information for the purpose defined in Section 2.1(a); and (ii) have been apprised of, and agreed in writing and in advance to be bound by terms consistent (but no less stringent) with, the obligations of a court confidentiality and non-use set forth in this Agreement, provided that the Receiving Party shall be responsible for ensuring its Representatives’ and Subcontractors’ compliance with, and shall be liable for any breach by its Representatives and Subcontractors of, this Section 2.1. (c) The Receiving Party shall use reasonable care, at least as protective as the efforts it uses for its own Confidential Information, to safeguard the Disclosing Party’s Confidential Information from use or governmental agencydisclosure other than as permitted hereby. (d) The Receiving Party shall retain, providedon all Confidential Information provided in written form, thatall confidentiality or proprietary markings, if permitted by applicable lawany, including, if any, on all authorized copies thereof. (e) For the avoidance of doubt, the Receiving Party shall first notify remain entitled to disclose its own Confidential Information that it or its Affiliates has independently developed without access or reference to the Confidential Information of the Disclosing Party of such order and afford the Disclosing Party the opportunity to seek a protective order relating to such disclosure. Notwithstanding anything to the contrary contained in this Agreement, Customer authorizes AVEVA to collect, use, disclose, and modify in perpetuity information or data (including, but not limited to, general usage information and measurements) that is provided its Affiliates as established by Customer in connection with the use or receipt of the Products and Support Services (or generated or created in the course of AVEVA providing the Products and Support Services) for the purposes of developing, improving, optimizing, and delivering Products and Support Services; provided, however, that any disclosure of such data shall only include information or data that AVEVA develops or derives from such collected data or information (but such disclosure will not include the actual underlying Confidential Information of Customer)corroborative documentary evidence.

Confidentiality Obligations. Each Party or third party whose Confidential Information has been disclosed retains ownership of its Confidential Information. Each Party agrees to For the Term and for five (i5) protect the Confidential Information received from the Disclosing Party years thereafter: (a) Except as expressly permitted in the same manner as it protects the confidentiality of its own proprietary and confidential materials but in no event with less than reasonable care; and (ii) use the Confidential Information received from the Disclosing Party solely for the purpose of the Agreement. Upon termination of the Agreement or upon written request submitted by the Disclosing Party, whichever comes firstTransaction Agreements, the Receiving Party shall return keep completely confidential, and shall not publish or destroyotherwise Table of Contents disclose, at the Disclosing Party’s choiceand shall not use for any purpose, all any Confidential Information of the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, AVEVA shall not be required to return or destroy any such Confidential Information if such return or destruction is impracticable or technically infeasible. Except with respect to its Affiliates, employees, contractors, or agents who need to know Confidential Information in order to support the performance of such Party’s obligations related to the Agreement, and who are contractually bound by confidentiality obligations that are at least as protective as those contained in the Agreement, neither Party shall, disclose to any person any Confidential Information received from the Disclosing Party without the Disclosing Party’s prior written consent. The Receiving Party will be responsible for any breach of this Section 5 (Confidentiality) by its Affiliates, employees, contractors, and agents and any third party to whom it discloses Confidential Information in accordance with this Section 5 (Confidentiality). For Confidential Information that does not constitute a “trade secret” under applicable law, these confidentiality obligations will expire three (3) years after the termination or expiration of the Agreement. For Confidential Information that constitutes a “trade secret” under applicable law, these confidentiality obligations will continue until such information ceases to constitute a “trade secret” under such applicable law. However, the Receiving Party may disclose Confidential Information pursuant to an order of a court or governmental agency, provided, that, if permitted by applicable law, the Receiving Party shall first notify the Disclosing Party of such order and afford the Disclosing Party the opportunity to seek a protective order relating to such disclosure. Notwithstanding anything to the contrary contained in this Agreement, Customer authorizes AVEVA to collect, use, disclose, and modify in perpetuity information or data (including, but not limited to, general usage information and measurements) that is provided by Customer in connection with the use or receipt of the Products and Support Services (or generated or created in the course of AVEVA providing the Products and Support Services) for the purposes of developing, improving, optimizing, and delivering Products and Support Services; provided, however, that the Receiving Party may disclose any disclosure of such data shall only include information or data that AVEVA develops or derives from such collected data or information (but such disclosure will not include the actual underlying Confidential Information of Customerthe Disclosing Party to a Third Party to the extent necessary to allow the Receiving Party to collaborate with such Third Party in performing any of its obligations or exercising any of its rights under any Transaction Agreement or to allow the Disclosing Party to make the regulatory filings with such Third Party as advisable or required to obtain approval to conduct clinical trials or obtain Regulatory Approval for a Clinical Development Candidate or Cell Therapy Product, and in each case then only after (i) first advising such Third Party of the Receiving Party’s obligations under this Strategic Alliance Agreement and the Transaction Agreements, and (ii) securing from such Third Party a written obligation of confidentiality no less stringent than that imposed on the Receiving Party under this Strategic Alliance Agreement and the Transaction Agreements (except when not possible with regard to governmental authorities or agencies). (b) Except as expressly permitted in the Transaction Agreements, the Receiving Party shall not disclose the Confidential Information of the Disclosing Party to any person or entity except the Receiving Party, its Affiliates and their respective employees, consultants and agents who have a need to know such Confidential Information of the Disclosing Party to further the purposes of any of the Transaction Agreements, and then only after (i) first advising such employees, consultants and agents of the Receiving Party’s obligations under this Strategic Alliance Agreement and the Transaction Agreements, and (ii) securing from such employees, consultants and agents a written obligation of confidentiality no less stringent than that imposed on the Receiving Party under this Strategic Alliance Agreement and the Transaction Agreements. (c) Except with the prior written consent of the other Party, a Party shall not make any public announcement or press release concerning any of the Transaction Agreements, the transactions contemplated by any of them, the rights or obligations of the Parties under any of them, or any of the activities that have occurred or may occur thereunder. (d) The Parties agree on the importance of coordinating their public announcements respecting the Transactional Agreements and the subject matter thereof (other than academic, scientific or medical publications that are subject to the publication provision set forth below). Angiotech and Athersys shall, from time to time, and at the request of the other Party, discuss and agree on the general information content relating to the Transactional Agreements which may be publicly disclosed (including, without limitation, by means of any printed publication or oral presentation).

Confidentiality Obligations. Each 2.1 In return for Bacanora or any Bacanora Party or third party whose making Confidential Information has been disclosed retains ownership available to Ganfeng for the Purpose, Ganfeng undertakes to Bacanora and each member of its Confidential Information. Each the Bacanora Group that Ganfeng will, and will procure that each other Ganfeng Party agrees to (i) protect will: 2.1.1 unless otherwise expressly agreed in writing by Bacanora, keep the Confidential Information received from secret and, subject to clauses 4 and 6, will not, directly or indirectly disclose or publish any Confidential Information to any person (including, without limitation, Ganfeng's Representatives or any other Ganfeng Parties); 2.1.2 use the Disclosing Party Confidential Information solely for the Purpose; 2.1.3 promptly notify Bacanora in writing as soon as Ganfeng becomes aware of any breach (or suspected breach) of this agreement or any breach (or suspected breach) of confidence in relation to the same manner as Confidential Information; 2.1.4 keep the Confidential Information safe and secure and will apply to it protects the confidentiality of documentary and electronic security measures that match those that Ganfeng operates in relation to its own proprietary confidential information and confidential materials but in no event with will also exercise not less than reasonable care; and (ii) use ; 2.1.5 not take any copies of the Confidential Information received from the Disclosing Party solely save as is strictly necessary for the purpose of the Agreement. Upon termination of the Agreement or upon written request submitted by the Disclosing Party, whichever comes first, the Receiving Party shall return or destroy, at the Disclosing Party’s choice, all of the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, AVEVA shall not be required to return or destroy Purpose and any such copies will be deemed to be Confidential Information if such return or destruction is impracticable or technically infeasible. Except with respect to its Affiliates, employees, contractors, or agents who need to know Confidential Information in order to support the performance of such Party’s obligations related to the Agreement, and who are contractually bound by confidentiality obligations that are at least as protective as those contained in the Agreement, neither Party shall, disclose to any person any Confidential Information received from the Disclosing Party without the Disclosing Party’s prior written consent. The Receiving Party will be responsible for any breach of this Section 5 kept in a manner such that it is clearly identifiable as being separate from Ganfeng's (Confidentialityor that Ganfeng Party's (as appropriate)) by its Affiliates, employees, contractors, and agents and any third party to whom it discloses Confidential Information in accordance with this Section 5 (Confidentiality). For Confidential Information that does not constitute a “trade secret” under applicable law, these confidentiality obligations will expire three (3) years after the termination or expiration of the Agreement. For Confidential Information that constitutes a “trade secret” under applicable law, these confidentiality obligations will continue until such information ceases to constitute a “trade secret” under such applicable law. However, the Receiving Party may disclose Confidential Information pursuant to an order of a court or governmental agency, provided, that, if permitted by applicable law, the Receiving Party shall first notify the Disclosing Party of such order and afford the Disclosing Party the opportunity to seek a protective order relating to such disclosure. Notwithstanding anything to the contrary contained in this Agreement, Customer authorizes AVEVA to collect, use, disclose, and modify in perpetuity information or data (including, but not limited to, general usage information and measurements) that is provided by Customer own information; and 2.1.6 in connection with the use Purpose, contact and deal only with those Representatives or receipt advisors of Bacanora notified by Bacanora to Ganfeng in writing from time to time and will not seek Confidential Information from, or discuss Confidential Information with, any of Bacanora' or Bacanora Group's other Representatives. 2.2 Any Personal Data that is disclosed by or on behalf of any Bacanora Party to any Ganfeng Party (on or after the date of this agreement) or is obtained by any Ganfeng Party on or after the date of this agreement directly or indirectly from any Bacanora Party shall at all times be treated as Confidential Information and shall be subject to the terms of this agreement. 2.3 Ganfeng will inform each of the Products Ganfeng Parties to whom any Personal Data is disclosed by or on behalf of any Bacanora Party or who obtains any Personal Data directly or indirectly from any Bacanora Party of the provisions of clauses 2.2, 2.4 and Support Services (2.5 and the restrictions imposed by them in relation to Personal Data so disclosed or generated obtained. 2.4 In addition, Ganfeng undertakes that it will not, and will procure that none of the other Ganfeng Group Undertakings will, use any Personal Data so disclosed or created in the course of AVEVA providing the Products and Support Services) obtained other than where strictly necessary for the purposes Purpose and shall at all times keep such Personal Data secure by complying with the sixth data protection principle under GDPR. For the avoidance of developingdoubt, improving, optimizingthe parties acknowledge and accept that they will each be acting as independent data controllers in respect of any Personal Data disclosed as part of the Confidential Information. 2.5 At all times Ganfeng will, and delivering Products will procure that each other Ganfeng Group Undertaking will, in relation to any Confidential Information: 2.5.1 comply with its obligations under GDPR; 2.5.2 not act in a manner that Ganfeng knows, or reasonably ought to have known, would cause Bacanora or any other member of the Bacanora Group to be in breach of its obligations under GDPR; and 2.5.3 take all steps reasonably required by Bacanora to ensure that Bacanora and Support Services; provided, however, that any disclosure the other members of the Bacanora Group are able to comply with their respective obligations under GDPR in respect of such data shall only include information or data that AVEVA develops or derives from such collected data or information (but such disclosure will not include the actual underlying Confidential Information of Customer)Information.

Confidentiality Obligations. Each Party i. CONSULTANT shall not, during the Term of this Consulting Agreement and for ten (10) years after the date of expiration or termination of this Consulting Agreement, use any Confidential Information for any purpose whatsoever other than the performance of the Services on behalf of SUNESIS, or disclose Confidential Information to any third party. CONSULTANT agrees not to make copies of Confidential Information except as authorized by SUNESIS. CONSULTANT agrees that Confidential Information, including any copies thereof, shall remain the sole property of SUNESIS. ii. CONSULTANT shall take all reasonable precautions to prevent any unauthorized use, access or disclosure of Confidential Information, including but not limited to (A) using the highest degree of care that it utilizes to protect its own most sensitive confidential information of a similar nature, (B) maintaining any such Confidential Information or any information derived therefrom wholly separate from information provided to CONSULTANT by any third party whose or belonging thereto, (C) not taking any such Confidential Information has been disclosed retains ownership into the facilities of its any third party, (D) not copying or reverse engineering any such Confidential Information, except to the extent necessary to perform the Services, and (E) immediately informing SUNESIS, in writing, of any actual or suspected unauthorized use, disclosure or access to Confidential Information. iii. Each Party agrees Upon expiration or termination of this Consulting Agreement, or upon SUNESIS’ earlier request, CONSULTANT will deliver to (i) protect the SUNESIS all Confidential Information received from and any property relating thereto and all tangible embodiments thereof in CONSULTANT’s possession or control. iv. The foregoing notwithstanding, pursuant to 18 U.S.C. Section 1833(b), CONSULTANT shall not be held criminally or civilly liable under any federal or state trade secret law for the Disclosing Party disclosure of a trade secret that: (A) is made in the same manner as it protects the confidentiality of its own proprietary confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, and confidential materials but in no event with less than reasonable care; and (ii) use the Confidential Information received from the Disclosing Party solely for the purpose of the Agreement. Upon termination reporting or investigating a suspected violation of the Agreement law; or upon written request submitted by the Disclosing Party(B) is made in a complaint or other document filed in a lawsuit or other proceeding, whichever comes first, the Receiving Party shall return or destroy, at the Disclosing Party’s choice, all of the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, AVEVA shall not be required to return or destroy any such Confidential Information if such return filing is made under seal. Nothing in this Consulting Agreement shall limit CONSULTANT’s right to report possible violations of law or destruction is impracticable regulation with any federal, state or technically infeasible. Except with respect local government agency or to its Affiliates, employees, contractors, or agents who need to know Confidential Information in order to support discuss the performance terms and conditions of such PartyCONSULTANT’s obligations related engagement by SUNESIS to the Agreement, and who are contractually bound by confidentiality obligations extent that are at least as protective as those contained in the Agreement, neither Party shall, disclose to any person any Confidential Information received from the Disclosing Party without the Disclosing Party’s prior written consent. The Receiving Party will be responsible for any breach of this Section 5 (Confidentiality) by its Affiliates, employees, contractors, and agents and any third party to whom it discloses Confidential Information in accordance with this Section 5 (Confidentiality). For Confidential Information that does not constitute a “trade secret” such disclosure is protected under applicable lawprovisions of law or regulation, these confidentiality obligations will expire three (3) years after the termination or expiration of the Agreement. For Confidential Information that constitutes a “trade secret” under applicable law, these confidentiality obligations will continue until such information ceases to constitute a “trade secret” under such applicable law. However, the Receiving Party may disclose Confidential Information pursuant to an order of a court or governmental agency, provided, that, if permitted by applicable law, the Receiving Party shall first notify the Disclosing Party of such order and afford the Disclosing Party the opportunity to seek a protective order relating to such disclosure. Notwithstanding anything to the contrary contained in this Agreement, Customer authorizes AVEVA to collect, use, disclose, and modify in perpetuity information or data (including, including but not limited to, general usage information and measurements) to “whistleblower” statutes or other similar provisions that is provided by Customer in connection with the use or receipt of the Products and Support Services (or generated or created in the course of AVEVA providing the Products and Support Services) for the purposes of developing, improving, optimizing, and delivering Products and Support Services; provided, however, that any disclosure of protect such data shall only include information or data that AVEVA develops or derives from such collected data or information (but such disclosure will not include the actual underlying Confidential Information of Customer)disclosure.

Confidentiality Obligations. Each Party (or third party whose Confidential Information has been disclosed disclosed) retains ownership of its Confidential Information. Each Party agrees to shall (ia) protect the Confidential Information received from the Disclosing Party in the same manner as it protects the confidentiality of its own proprietary and confidential materials but in no event with less than reasonable care; and (iib) use the Confidential Information received from the Disclosing Party solely for the purpose of the this Agreement. Upon termination of the this Agreement or upon written request submitted by the Disclosing Party, whichever comes first, the Receiving Party shall return or destroy, at the Disclosing Party’s choice, all of the Disclosing Party’s Confidential Information; provided, however, that AVEVA may retain Your Confidential Information during the pendency of a dispute or litigation between the Parties. Notwithstanding the foregoing, AVEVA neither Party shall not be required to return or destroy any such Confidential Information if such return or destruction is impracticable impracticable, technically infeasible or technically infeasiblecontrary to either Party’s bona fide existing document retention policies. Except with respect to its Affiliates, employees, contractors, or agents who need to know Confidential Information in order to support the performance of such Party’s obligations related to the this Agreement, and who are contractually bound by confidentiality obligations that are at least as protective as those contained in the this Agreement, neither Party shall, disclose to any person any Confidential Information received from the Disclosing Party without the Disclosing Party’s prior written consent. The Receiving Party will be responsible for any breach of this Section 5 (Confidentiality) 6 by its Affiliates, employees, contractors, and agents and any third party to whom it discloses Confidential Information in accordance with this Section 5 (Confidentiality)6. For Confidential Information that does not constitute a “trade secret” under applicable lawLaw, these confidentiality obligations will expire three (3) years after the termination or expiration of the this Agreement. For Confidential Information that constitutes a “trade secret” under applicable lawLaw, these confidentiality obligations will continue until such information ceases to constitute a “trade secret” under such applicable lawLaw. HoweverNotwithstanding anything to the contrary in this Section 6, the Receiving Party may disclose Confidential Information pursuant to an order of a court or governmental agency, ; provided, that, if permitted by applicable lawLaw, the Receiving Party shall first notify the Disclosing Party of such order and afford the Disclosing Party the opportunity to seek a protective order relating to such disclosure. Notwithstanding anything to the contrary contained in this Agreement, Customer authorizes AVEVA to collect, use, disclose, and modify in perpetuity information or data (including, but not limited to, general usage information and measurements) that is provided by Customer in connection with the use or receipt of the Products and Support Services (or generated or created in the course of AVEVA providing the Products and Support Services) for the purposes of developing, improving, optimizing, and delivering Products and Support Services; provided, however, that any disclosure of such data shall only include information or data that AVEVA develops or derives from such collected data or information (but such disclosure will not include the actual underlying Confidential Information of Customer).

Confidentiality Obligations. Each Party or third Except as expressly authorized by prior written consent of the disclosing party whose (“Discloser”), the party receiving Confidential Information has been disclosed retains ownership (“Recipient”) shall: A. Limit access to Discloser’s Confidential Information to Recipient’s employees or consultants who have a need-to-know in connection with the evaluation of the potential business transaction contemplated between the parties and any resulting relationship between the parties, and only for use in connection therewith; B. Advise those employees and consultants who have access to the Confidential Information of the proprietary nature thereof and of the obligations set forth in this Agreement; C. Take appropriate action by instruction or agreement with the employees and consultants having access to Discloser’s Confidential Information to fulfill Recipient’s obligations under this Agreement; D. Safeguard all of Discloser’s Confidential Information by using a reasonable degree of care, but not less than that degree of care used by Recipient in safeguarding its own similar information or material; E. Use all of Discloser’s Confidential Information solely for purposes of evaluating the potential business transactions between the parties and any resulting relationship between the parties; provided, however, that Participant may aggregate TIAA’s non-public portfolio holdings information with similar data of other clients of Participant and may report and use such aggregated data so long as such aggregated data is sufficiently large a sample that no Confidential Information of TIAA can be identified either directly or by inference or implication from such aggregated data; F. Not disclose any of Discloser’s Confidential Information to third parties, except as authorized by the Discloser. Upon Discloser’s request, Recipient shall surrender to Discloser or, at Discloser’s request, destroy all memoranda, notes, records, drawings, manuals, records, and other documents or materials (and all copies of same) relating to or containing Discloser’s Confidential Information. Each Party agrees When Recipient destroys or returns the materials, Recipient shall certify in writing that it has destroyed or returned all materials containing or relating to (i) protect the Confidential Information received from the Disclosing Party in the same manner as it protects the confidentiality of its own proprietary and confidential materials but in no event with less than reasonable care; and (ii) use the Confidential Information received from the Disclosing Party solely for the purpose of the Agreement. Upon termination of the Agreement or upon written request submitted by the Disclosing Party, whichever comes first, the Receiving Party shall return or destroy, at the Disclosing Party’s choice, all of the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, AVEVA shall not Recipient may keep copies of the Discloser’s Confidential Information solely for the purpose of maintaining appropriate business records or as may be required by law or regulation, subject in all cases to return or destroy any such Confidential Information if such return or destruction is impracticable or technically infeasible. Except with respect to its Affiliates, employees, contractors, or agents who need to know Confidential Information in order to support the performance of such PartyRecipient’s obligations related to the Agreement, and who are contractually bound by confidentiality obligations that are at least as protective as those contained in the Agreement, neither Party shall, disclose to any person any Confidential Information received from the Disclosing Party without the Disclosing Party’s prior written consent. The Receiving Party will be responsible for any breach of this Section 5 (Confidentiality) by its Affiliates, employees, contractors, and agents and any third party to whom it discloses Confidential Information in accordance with this Section 5 (Confidentiality). For Confidential Information that does not constitute a “trade secret” under applicable law, these confidentiality obligations will expire three (3) years after the termination or expiration of the Agreement. For Confidential Information that constitutes a “trade secret” under applicable law, these confidentiality obligations will continue until such information ceases to constitute a “trade secret” under such applicable law. However, the Receiving Party may disclose Confidential Information pursuant to an order of a court or governmental agency, provided, that, if permitted by applicable law, the Receiving Party shall first notify the Disclosing Party of such order and afford the Disclosing Party the opportunity to seek a protective order relating to such disclosure. Notwithstanding anything to the contrary contained in this Agreement, Customer authorizes AVEVA to collect, use, disclose, and modify in perpetuity information or data (including, but not limited to, general usage information and measurements) that is provided by Customer in connection with the use or receipt of the Products and Support Services (or generated or created in the course of AVEVA providing the Products and Support Services) for the purposes of developing, improving, optimizing, and delivering Products and Support Services; provided, however, that any disclosure of such data shall only include information or data that AVEVA develops or derives from such collected data or information (but such disclosure will not include the actual underlying Confidential Information of Customer).

Confidentiality Obligations. Each Party Customer agrees and acknowledges that the Service contain proprietary and trade secret information that is the sole and exclusive property of Oracle and that Customer may obtain information relating to Oracle and the Service which Customer knows, or third party whose has reason to know, is of a confidential and/or proprietary nature (“Confidential Information”). Confidential Information has been disclosed retains ownership shall include, without limitation, the Feedback and the specific design and structure of its Confidential Informationthe Service. Each Party agrees to (i) protect Customer shall, at all times, both during the term of this Agreement and at all times thereafter, keep in confidence and trust all of the Confidential Information received from the Disclosing Party in the same manner as it protects the confidentiality of its own proprietary and confidential materials but in no event with less than reasonable care; and (ii) provided to Customer. Customer shall not use the Confidential Information received from the Disclosing Party solely for the purpose other than as necessary to exercise its rights under this Agreement. Customer shall take all reasonable steps to prevent unauthorised disclosure or use of the AgreementConfidential Information and to prevent it from falling into the public domain or into the possession of unauthorised persons. Upon termination of the Agreement Customer shall not disclose Confidential Information to any person or upon written request submitted by the Disclosing Party, whichever comes first, the Receiving Party shall return or destroy, at the Disclosing Party’s choice, all of the Disclosing Partyentity and agrees not to make Oracle’s Confidential Information. Notwithstanding the foregoingInformation available in any form to any unauthorised third parties other than its officers, AVEVA shall not be required to return or destroy any such Confidential Information if such return or destruction is impracticable or technically infeasible. Except with respect to its Affiliates, employees, contractors, or agents employees and consultants who need access to know such Confidential Information in order to support effect the performance intent of such Party’s obligations related to the Agreement, this Agreement and who are contractually bound by have entered into written confidentiality obligations that are agreements with Customer which protect the Confidential Information containing terms and conditions at least as protective of Oracle’s rights as those contained in the Agreement, neither Party shall, disclose terms and conditions herein. Customer agree to any person any take all reasonable steps to ensure that Confidential Information received from is not disclosed or distributed by its employees or agents in violation of the Disclosing Party without the Disclosing Party’s prior written consent. The Receiving Party will be responsible for any breach provisions of this Section 5 (Confidentiality) by its AffiliatesAgreement. Customer agrees, employees, contractors, both during the term of this Agreement and agents and any third party to whom it discloses Confidential Information in accordance with this Section 5 (Confidentiality). For Confidential Information that does not constitute for a “trade secret” under applicable law, these confidentiality obligations will expire period of three (3) years after the termination or expiration expiry of this Agreement and of all licenses granted hereunder, to hold Oracle’s Confidential Information in confidence. These obligations shall not apply to the extent that Confidential Information includes information which: (a) is, or, through no act or failure to act of Customer, becomes publicly known; or (b) is approved for release by written authorisation of Oracle; or (c) was in the Customer’s lawful possession prior to the disclosure and had not been obtained by the Customer either directly or indirectly from the Oracle; (c) is lawfully disclosed to the Customer by a third party without restriction on the disclosure; or (d) is independently developed by the Customer without use of the AgreementConfidential Information. For Confidential Information that constitutes a “trade secret” Nothing shall prevent the Customer from disclosing the terms or pricing under applicable law, these confidentiality obligations will continue until such information ceases to constitute a “trade secret” under such applicable law. However, the Receiving Party may disclose Confidential Information pursuant to an order of a court this Agreement in any legal proceeding arising from or governmental agency, provided, that, if permitted by applicable law, the Receiving Party shall first notify the Disclosing Party of such order and afford the Disclosing Party the opportunity to seek a protective order relating to such disclosure. Notwithstanding anything to the contrary contained in this Agreement, Customer authorizes AVEVA to collect, use, disclose, and modify in perpetuity information or data (including, but not limited to, general usage information and measurements) that is provided by Customer in connection with this Agreement or from disclosing the use or receipt of the Products and Support Services (or generated or created in the course of AVEVA providing the Products and Support Services) for the purposes of developing, improving, optimizing, and delivering Products and Support Services; provided, however, that any disclosure of such data shall only include information or data that AVEVA develops or derives from such collected data or information (but such disclosure will not include the actual underlying Confidential Information of Customer)to a governmental entity as required by law.

Confidentiality Obligations. Each Party or third party whose Confidential Information has been disclosed retains ownership of its Confidential Information. Each Party agrees to (i) protect the New River and Shire shall keep all Confidential Information received from the Disclosing other Party in with the same manner as degree of care it protects maintains the confidentiality of its own proprietary and confidential materials but in no event with less than reasonable care; and (ii) Confidential Information. Neither Party shall use the such Confidential Information received from for any purpose other than in performance of this Agreement or disclose the Disclosing same to any other Person other than to such of its and its Affiliates’ directors, managers, employees, independent contractors, agents or consultants who have a need to know such Confidential Information to implement the terms of this Agreement or enforce its rights under this Agreement; provided, however, that a Receiving Party solely for the purpose shall advise any of its and its Affiliates’ directors, managers, employees, independent contractors, agents or consultants who receives such Confidential Information of the Agreement. Upon termination confidential nature thereof and of the obligations contained in this Agreement or upon written request submitted by the Disclosing Partyrelating thereto, whichever comes first, and the Receiving Party shall return or destroyensure (including, at in the Disclosing case of a Third Party’s choice, all by means of the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, AVEVA shall not be required to return or destroy any a written agreement with such Confidential Information if such return or destruction is impracticable or technically infeasible. Except with respect to its Affiliates, employees, contractors, or agents who need to know Confidential Information in order to support the performance of such Party’s obligations related to the Agreement, and who are contractually bound by confidentiality obligations that are Third Party having terms at least as protective as those contained in the Agreementthis Article 9) that all such directors, neither Party shall, disclose to any person any Confidential Information received from the Disclosing Party without the Disclosing Party’s prior written consent. The Receiving Party will be responsible for any breach of this Section 5 (Confidentiality) by its Affiliatesmanagers, employees, independent contractors, and agents and any third party to whom it discloses Confidential Information in accordance or consultants comply with such obligations as if they had been a Party hereto. Upon termination of this Section 5 (Confidentiality). For Confidential Information that does not constitute a “trade secret” under applicable law, these confidentiality obligations will expire three (3) years after the termination or expiration of the Agreement. For Confidential Information that constitutes a “trade secret” under applicable law, these confidentiality obligations will continue until such information ceases to constitute a “trade secret” under such applicable law. However, the Receiving Party may disclose Confidential Information pursuant to an order of a court or governmental agency, provided, that, if permitted by applicable law, the Receiving Party shall first notify return or destroy all documents, tapes or other media containing Confidential Information of the Disclosing Party that remain in the possession of such order and afford the Receiving Party or its directors, managers, employees, independent contractors, agents or consultants, except that the Receiving Party may keep one copy of the Confidential Information in the legal department files of the Receiving Party, solely for archival purposes. Such archival copy shall be deemed to be the property of the Disclosing Party the opportunity Party, and shall continue to seek a protective order relating to such disclosure. Notwithstanding anything be subject to the contrary contained provisions of this Article 9. It is understood that receipt of Confidential Information under this Agreement will not limit the Receiving Party from assigning its employees to any particular job or task in any way it may choose, subject to the terms and conditions of this Agreement, Customer authorizes AVEVA to collect, use, disclose, and modify in perpetuity information or data (including, but not limited to, general usage information and measurements) that is provided by Customer in connection with the use or receipt of the Products and Support Services (or generated or created in the course of AVEVA providing the Products and Support Services) for the purposes of developing, improving, optimizing, and delivering Products and Support Services; provided, however, that any disclosure of such data shall only include information or data that AVEVA develops or derives from such collected data or information (but such disclosure will not include the actual underlying Confidential Information of Customer).

Confidentiality Obligations. Each Party or third party whose Confidential Information has been disclosed retains ownership of its Confidential Information. Each Party agrees to (i) protect the Pfizer and Auxilium shall keep all Confidential Information received from or on behalf of the Disclosing other Party in with the same manner as degree of care with which it protects maintains the confidentiality of its own proprietary and confidential materials Confidential Information, but in all cases no event with less than a reasonable degree of care; and (ii) . Neither Party shall use the such Confidential Information received from for any purpose other than in performance of this Agreement or disclose the Disclosing same to any other Person other than to such of its and its Affiliates’ directors, managers, employees, independent contractors, agents, consultants or sublicensees who have a need to know such Confidential Information to implement the terms of this Agreement or enforce its rights under this Agreement; provided, however, that a Receiving Party solely for the purpose shall advise any of its and its Affiliates’ directors, managers, employees, independent contractors, agents, consultants or sublicensees who receives such Confidential Information of the Agreement. Upon termination confidential nature thereof and of the obligations contained in this Agreement or upon written request submitted by the Disclosing Partyrelating thereto, whichever comes first, and the Receiving Party shall return or destroyensure (including, at in the Disclosing case of a Third Party’s choice, all by means of the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, AVEVA shall not be required to return or destroy any a written agreement with such Confidential Information if such return or destruction is impracticable or technically infeasible. Except with respect to its Affiliates, employees, contractors, or agents who need to know Confidential Information in order to support the performance of such Party’s obligations related to the Agreement, and who are contractually bound by confidentiality obligations that are Third Party having terms at least as protective as those contained in the Agreementthis Article 12) that all such directors, neither Party shall, disclose to any person any Confidential Information received from the Disclosing Party without the Disclosing Party’s prior written consent. The Receiving Party will be responsible for any breach of this Section 5 (Confidentiality) by its Affiliatesmanagers, employees, independent contractors, and agents and any third party to whom it discloses Confidential Information in accordance agents, consultants or sublicensees comply with such obligations. Upon termination of this Section 5 (Confidentiality). For Confidential Information that does not constitute a “trade secret” under applicable law, these confidentiality obligations will expire three (3) years after the termination or expiration of the Agreement. For Confidential Information that constitutes a “trade secret” under applicable law, these confidentiality obligations will continue until such information ceases to constitute a “trade secret” under such applicable law. However, the Receiving Party may disclose Confidential Information pursuant to an order of a court or governmental agency, provided, that, if permitted by applicable law, the Receiving Party shall first notify return or destroy all documents, tapes or other media containing Confidential Information of the Disclosing Party that remain in the possession of such order and afford the Receiving Party or its directors, managers, employees, independent contractors, agents, consultants or sublicensees, except that the Receiving Party may keep one copy of the Confidential Information in the legal department files of the Receiving Party, solely for archival purposes. Such archival copy shall be deemed to be the property of the Disclosing Party the opportunity Party, and shall continue to seek a protective order relating to such disclosure. Notwithstanding anything be subject to the contrary contained provisions of this Article 12. It is understood that receipt of Confidential Information under this Agreement will not limit the Receiving Party from assigning its employees to any particular job or task in any way it may choose, subject to the terms and conditions of this Agreement, Customer authorizes AVEVA to collect, use, disclose, and modify in perpetuity information or data (including, but not limited to, general usage information and measurements) that is provided by Customer in connection with the use or receipt of the Products and Support Services (or generated or created in the course of AVEVA providing the Products and Support Services) for the purposes of developing, improving, optimizing, and delivering Products and Support Services; provided, however, that any disclosure of such data shall only include information or data that AVEVA develops or derives from such collected data or information (but such disclosure will not include the actual underlying Confidential Information of Customer).

Confidentiality Obligations. Each Party or third The receiving party whose shall protect the confidentiality and secrecy of such Confidential Information has been disclosed retains ownership of and shall prevent any improper disclosure or use thereof by its Confidential Information. Each Party agrees to (i) protect the Confidential Information received from the Disclosing Party employees, agents, contractors or consultants, in the same manner as it protects and with the confidentiality same degree of its own proprietary and confidential materials care (but in no event with less than a reasonable degree of care; and (ii) use the Confidential Information received from the Disclosing Party solely as it uses in protecting its own information of a confidential nature for the purpose a period of the Agreement. Upon termination of the Agreement or upon written request submitted by the Disclosing Party, whichever comes first, the Receiving Party shall return or destroy, at the Disclosing Party’s choice, all of the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, AVEVA shall not be required to return or destroy any such Confidential Information if such return or destruction is impracticable or technically infeasible. Except with respect to its Affiliates, employees, contractors, or agents who need to know Confidential Information in order to support the performance of such Party’s obligations related to the Agreement, and who are contractually bound by confidentiality obligations that are at least as protective as those contained in the Agreement, neither Party shall, disclose to any person any Confidential Information received from the Disclosing Party without the Disclosing Party’s prior written consent. The Receiving Party will be responsible for any breach of this Section 5 (Confidentiality) by its Affiliates, employees, contractors, and agents and any third party to whom it discloses Confidential Information in accordance with this Section 5 (Confidentiality). For Confidential Information that does not constitute a “trade secret” under applicable law, these confidentiality obligations will expire three (3) years after from the termination or expiration date of the Agreement. For Confidential Information that constitutes a “trade secret” under applicable law, these confidentiality obligations will continue until such information ceases to constitute a “trade secret” under such applicable law. However, the Receiving Party may disclose Confidential Information pursuant to an order of a court or governmental agency, provided, that, if permitted by applicable law, the Receiving Party shall first notify the Disclosing Party of such order and afford the Disclosing Party the opportunity to seek a protective order relating to such disclosure. Notwithstanding anything Each party must inform its employees having access to the contrary contained other’s Confidential Information of restrictions required to comply with this Section. Each party agrees to provide notice to the other immediately after learning of or having reason to suspect a breach of any of the restrictions of this Section 6. Sun retains for itself all proprietary rights it possesses in and to all Sun Confidential Information. Accordingly, Sun Confidential Information which Sun may furnish to Supplier will be in Supplier’s possession pursuant only to a restrictive, nontransferable, nonexclusive license under which Supplier may use such Sun Confidential Information under the terms of this Agreement, Customer authorizes AVEVA to collect, use, disclose, and modify in perpetuity information or data (including, but not limited to, general usage information and measurements) that is provided by Customer in connection with the use or receipt of the Products and Support Services (or generated or created in the course of AVEVA providing the Products and Support Services) solely for the purposes of developingmanufacturing, improvingoperating, optimizingservicing and repairing the Products for the sole benefit of Sun. Each party understands that the party receiving Confidential Information may now or in the future be developing proprietary information internally, or receiving proprietary information from third parties in confidence that may be similar to disclosed Confidential Information. Nothing in this Agreement shall be construed as a representation or inference that the receiving party will not develop products, for itself or others, that compete with the products, processes, systems or methods contemplated by disclosed Confidential Information. Supplier acknowledges that any material violation by Supplier of the rights and obligations provided in this Section 6 may result in immediate and irreparable injury to Sun, and delivering Products hereby agrees that Sun shall be entitled to immediate temporary, preliminary, and Support Services; providedpermanent injunctive relief against any such continued violations upon adequate proof, however, that any disclosure as required by applicable law. Supplier hereby submits itself to the personal jurisdiction of the courts of competent subject matter jurisdiction for purposes of entry of such data shall only include information or data that AVEVA develops or derives from such collected data or information (but such disclosure will not include the actual underlying Confidential Information of Customer)injunctive relief.

Confidentiality Obligations. Each With respect to any Confidential Information of a Party disclosed by it or its Affiliates to the other Party during the term of this Agreement, such Receiving Party agrees that such Confidential Information shall be maintained in confidence by the Receiving Party and its Affiliates, shall be used only as required to perform the activities contemplated by this Agreement and the Safety Data Exchange Agreement, and that such Confidential Information shall not be disclosed by the Receiving Party or third party whose Confidential Information has been disclosed retains ownership of its Confidential Information. Each Affiliates to any Third Party agrees to (i) protect the Confidential Information received from the Disclosing Party in the same manner as it protects the confidentiality of its own proprietary and confidential materials but in no event with less than reasonable care; and (ii) use the Confidential Information received from the Disclosing Party solely for the purpose of the Agreement. Upon termination of the Agreement who is not a consultant or upon written request submitted by the Disclosing Partyexternal auditor of, whichever comes firstor an advisor to, the Receiving Party shall return or destroy, at its Affiliates without the Disclosing Party’s choice, all prior written consent of the Disclosing Party’s Confidential InformationParty (except as permitted or required for performance by the Receiving Party of its rights or duties hereunder). Notwithstanding the foregoing, AVEVA shall not be required to return or destroy any such Confidential Information if such return or destruction is impracticable or technically infeasible. Except with respect to its Affiliates, employees, contractors, or agents who need to know Confidential Information in order to support the performance of such Party’s obligations related to the Agreement, and who are contractually bound by confidentiality obligations that are at least as protective as those contained in the Agreement, neither Party shall, disclose to any person any Confidential Information received from the Disclosing Party without the Disclosing Party’s prior written consent. The Receiving Party will be responsible for any breach foregoing provisions of this Section 5 (Confidentiality) by its Affiliates8.2, employees, contractors, and agents and any third party to whom it discloses Confidential Information in accordance with this Section 5 (Confidentiality). For Confidential Information that does not constitute a “trade secret” under applicable law, these confidentiality obligations will expire three (3) years after the termination or expiration of the Agreement. For Confidential Information that constitutes a “trade secret” under applicable law, these confidentiality obligations will continue until such information ceases to constitute a “trade secret” under such applicable law. However, the Receiving either Party may disclose Confidential Information pursuant of the other Party or the terms of this Agreement if such Party reasonably determines, based on advice from its legal counsel, that it is required to an order make such disclosure by Applicable Law, regulation or legal process, including by the rules or regulations of the FDA or United States Securities and Exchange Commission (the “SEC”) or similar regulatory agency(ies) in a court country other than the United States or governmental agencyof any stock exchange, provided, that, if permitted by applicable law, the Receiving in which event such Party shall first notify provide prior notice of such intended disclosure to such other Party sufficiently in advance to enable the other Party to seek confidential treatment or other protection for the Confidential Information subject to such requirement unless the Disclosing Party is prevented by law or regulation from providing such advance notice, shall disclose only such Confidential Information of such order other Party as such Disclosing Party reasonably determines is required to be disclosed, and afford shall seek confidential treatment of any terms of this Agreement that the Disclosing Party considers particularly sensitive, including the opportunity to seek a protective order relating to such disclosure. Notwithstanding anything to the contrary contained in Commission terms of this Agreement, Customer authorizes AVEVA to collectfrom the SEC, usesimilar regulatory agencies in countries other than the United States, disclose, and modify in perpetuity information or data (including, but not limited to, general usage information and measurements) that is provided by Customer in connection with the use or receipt of the Products and Support Services (or generated or created in the course of AVEVA providing the Products and Support Services) for the purposes of developing, improving, optimizing, and delivering Products and Support Services; provided, however, that any disclosure of such data shall only include information or data that AVEVA develops or derives from such collected data or information (but such disclosure will not include the actual underlying Confidential Information of Customer)stock exchange.

Confidentiality Obligations. Each Party or third (a) During the Term and thereafter, each party whose and its Affiliates shall maintain the confidentiality of all confidential and proprietary information of the other party and its Affiliates (collectively, “Confidential Information”) and shall not disclose such Confidential Information has been disclosed retains ownership without the prior written consent of its Confidential Information. Each Party agrees to the other party, except for (i) protect disclosures that are required by applicable law, (ii) disclosures that are required to enforce the rights of such party under this Agreement, and (iii) disclosures to any of such party’s Affiliates or other representatives and agents that such party reasonably believes needs to know such Confidential Information to perform its obligations hereunder; provided, that, before any disclosure is made pursuant to applicable law, the disclosing party shall, if permitted by applicable law, give advance written notice of such disclosure to the other party so that such other party may seek a protective order against such disclosure. In the absence or unavailability of any such protective order, the disclosing party shall take all reasonable and lawful actions to seek confidential treatment for such disclosure and, to the extent practicable, to minimize the extent of such disclosure. Without limiting the foregoing, the parties and their Affiliates shall utilize the same methods and practices in the protection of the other’s Confidential Information as each utilizes in protecting its own Confidential Information. (b) Upon the earlier of the expiration of this Agreement or the written request of the owner of the Confidential Information, (i) all Confidential Information received by a party and its Affiliates shall be returned to the owner thereof; (ii) no copies of Confidential Information shall be retained by any receiving party or any of its Affiliates; and (iii) no receiving party nor any of its Affiliates shall thereafter utilize the Confidential Information received from the Disclosing Party in the same manner as it protects the confidentiality of its own proprietary and confidential materials but in no event with less than reasonable care; and (ii) use the Confidential Information received from the Disclosing Party solely for the purpose of the Agreement. Upon termination of the Agreement or upon written request submitted by the Disclosing Party, whichever comes first, the Receiving Party other party in any respect whatsoever. (c) The parties shall return or destroy, at the Disclosing Party’s choice, all of the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, AVEVA shall not be required to return or destroy any such Confidential Information if such return or destruction is impracticable or technically infeasible. Except with respect to its Affiliates, employees, contractors, or agents who need to know Confidential Information in order to support the performance of such Party’s obligations related to the Agreement, and who are contractually bound by confidentiality obligations that are at least as protective as those contained in the Agreement, neither Party shall, disclose to any person any Confidential Information received from the Disclosing Party without the Disclosing Party’s prior written consent. The Receiving Party will be responsible for any breach of this Section 5 (Confidentiality) 10 by its their respective Affiliates, employees, contractors, representatives and agents and any third party to whom it discloses Confidential Information in accordance with agents. The parties’ obligations under this Section 5 (Confidentiality). For Confidential Information that does not constitute a “trade secret” under applicable law, these confidentiality obligations will expire three (3) years after 10 shall survive the expiration or termination or expiration of the Agreement. For Confidential Information that constitutes a “trade secret” under applicable law, these confidentiality obligations will continue until such information ceases to constitute a “trade secret” under such applicable law. However, the Receiving Party may disclose Confidential Information pursuant to an order of a court or governmental agency, provided, that, if permitted by applicable law, the Receiving Party shall first notify the Disclosing Party of such order and afford the Disclosing Party the opportunity to seek a protective order relating to such disclosure. Notwithstanding anything to the contrary contained in this Agreement, Customer authorizes AVEVA to collect, use, disclose, and modify in perpetuity information or data (including, but not limited to, general usage information and measurements) that is provided by Customer in connection with the use or receipt of the Products and Support Services (or generated or created in the course of AVEVA providing the Products and Support Services) for the purposes of developing, improving, optimizing, and delivering Products and Support Services; provided, however, that any disclosure of such data shall only include information or data that AVEVA develops or derives from such collected data or information (but such disclosure will not include the actual underlying Confidential Information of Customer).

Confidentiality Obligations. Each Subject to Section 7.3, each Party or third party whose Confidential Information has been disclosed retains ownership of its Confidential Information. Each Party agrees to (i) protect the shall keep confidential all Confidential Information received from or on behalf of the Disclosing other Party in with at least the same manner as degree of care with which it protects maintains the confidentiality of its own proprietary and confidential materials Confidential Information, but in all cases no event with less than a reasonable degree of care; and (ii) . Neither Party shall use the other Party’s Confidential Information received from for any purpose other than in performance of activities under the Disclosing Party solely for Agreement and shall not disclose such Confidential Information to any other Person other than to such of its and its Affiliates’ directors, managers, employees, independent contractors, agents, consultants or sublicensees who have a need to know such Confidential Information to implement the purpose terms of the Agreement. Upon termination The Receiving Party shall advise any of its and its Affiliates’ directors, managers, employees, independent contractors, agents, consultants or sublicensees who receive such Confidential Information of the confidential nature thereof and of the obligations of non-use and confidentiality contained in this Agreement or upon written request submitted by the Disclosing Partyrelating thereto, whichever comes first, and the Receiving Party shall return or destroyensure (including, at in the Disclosing case of a Third Party’s choice, all by means of the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, AVEVA shall not be required to return or destroy any a written agreement with such Confidential Information if such return or destruction is impracticable or technically infeasible. Except with respect to its Affiliates, employees, contractors, or agents who need to know Confidential Information in order to support the performance of such Party’s obligations related to the Agreement, and who are contractually bound by confidentiality obligations that are Third Party having terms at least as protective as those contained in this Article 7) that all such directors, managers, employees, independent contractors, agents, consultants or sublicensees comply with such obligations. Upon the expiration or termination of this Agreement, neither a Receiving Party shall, disclose to any person any Confidential Information received from at the Disclosing Party without election of the Disclosing Party’s prior written consent. The , return or destroy all documents, tapes or other media containing Confidential Information of a Disclosing Party that remain in the possession of a Receiving Party will be responsible for any breach of this Section 5 (Confidentiality) by or its Affiliatesdirectors, managers, employees, independent contractors, agents, consultants or sublicensees, and agents and any third party certify that such destruction or return to whom it discloses the other Party has been completed; such certification to be signed by a legal representative of the Receiving Party. Notwithstanding the foregoing, each Receiving Party may keep one copy of the Confidential Information in accordance the legal department files of such Receiving Party, solely for archival purposes and to ensure compliance with the terms of this Section 5 (Confidentiality)Agreement and to the extent necessary to exercise any continuing rights or comply with any continuing obligations under this Agreement. For Confidential Information that does not constitute a “trade secret” under applicable law, these confidentiality obligations will expire three (3) years after Such archival copy shall be deemed to be the termination or expiration property of the Agreement. For Confidential Information that constitutes a “trade secret” under applicable lawDisclosing Party, these confidentiality obligations will and shall continue until such information ceases to constitute a “trade secret” under such applicable law. However, the Receiving Party may disclose Confidential Information pursuant to an order of a court or governmental agency, provided, that, if permitted by applicable law, the Receiving Party shall first notify the Disclosing Party of such order and afford the Disclosing Party the opportunity to seek a protective order relating to such disclosure. Notwithstanding anything be subject to the contrary contained in terms of this Agreement, Customer authorizes AVEVA to collect, use, disclose, and modify in perpetuity information or data (including, but not limited to, general usage information and measurements) that is provided by Customer in connection with the use or receipt of the Products and Support Services (or generated or created in the course of AVEVA providing the Products and Support Services) for the purposes of developing, improving, optimizing, and delivering Products and Support Services; provided, however, that any disclosure of such data shall only include information or data that AVEVA develops or derives from such collected data or information (but such disclosure will not include the actual underlying Confidential Information of Customer)Article 7.

Confidentiality Obligations. Each Party or third party whose The recipient of Confidential Information has been disclosed retains ownership will (a) use such Confidential Information solely and exclusively in connection with the exercise of its rights and the discharge of its obligations under this Agreement, and (b) not disclose such Confidential Information without the prior written consent of the disclosing Party to any Person other than those of its agents and representatives who need to know such Confidential Information for such permitted use and who are bound by appropriate written obligations of confidentiality with respect thereto. Notwithstanding the foregoing, the recipient of Confidential Information may disclose it to the extent necessary to comply with Applicable Laws or with an order issued by a court or regulatory body with competent jurisdiction; provided that, in connection with such disclosure, the recipient will (A) provide, if allowable, reasonable advance notice of such disclosure to the disclosing Party; (B) limit the disclosure to the information that is legally required to be disclosed, and (C) use Commercially Reasonable Efforts to obtain confidential treatment or an appropriate protective order, to the extent available, with respect to such Confidential Information. Each Party agrees The obligations under this Section 9.3 will remain in effect from the Effective Date through the fifth anniversary of the termination or expiration of this Agreement. Notwithstanding the foregoing, the obligations to (i) protect the Confidential Information received from identified by the Disclosing disclosing Party as a trade secret shall extend until such information becomes publicly available. In addition to the foregoing, each Party may disclose Confidential Information belonging to the other Party as expressly permitted by this Agreement or if and to the extent such disclosure is reasonably necessary in the following instances: (a) filing, prosecuting, or maintaining Patents as permitted by this Agreement; (b) regulatory filings for the Products that such Party has a license or right to Develop or Commercialize hereunder in a given country or Territory; (c) prosecuting or defending litigation as permitted by this Agreement; (d) complying with applicable court orders or governmental regulations, including regulations promulgated by securities exchanges and the SEC, provided that any Party making such disclosure shall promptly notify such other Party of such order or regulation upon the receipt thereof, and provide reasonable assistance to such other Party in seeking confidential treatment of such Confidential Information; (e) disclosure to its and its Affiliates’ employees, consultants, contractors, and agents, to its licensees and sublicensees, in each case on a need-to-know basis in connection with the same manner Development or Commercialization of the Products in accordance with the terms of this Agreement, in each case under written obligations of confidentiality and non-use at least as it protects the confidentiality of its own proprietary stringent as those herein; and (f) disclosure to actual and confidential materials but in no event with less than reasonable care; bona fide potential investors, acquirors, licensees, and (ii) use the Confidential Information received from the Disclosing Party other financial or commercial partners solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition, or collaboration, in each case under written obligations of confidentiality and non-use at least as stringent (except with respect to duration, which may be shorter as long as not less than two (2) years) as those herein, provided that if this Agreement is being disclosed the Agreement. Upon termination disclosing Party redacts the financial terms and other provisions of this Agreement that are not reasonably required to be disclosed in connection with such potential investment, acquisition, or collaboration, which redaction shall be prepared in consultation with the Agreement or upon written request submitted by the Disclosing other Party, whichever comes first, the Receiving Party shall return or destroy, at the Disclosing Party’s choice, all of the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, AVEVA shall not be in the event a Party is required to return or destroy any such Confidential Information if such return or destruction is impracticable or technically infeasible. Except with respect to its Affiliates, employees, contractors, or agents who need to know Confidential Information in order to support make a disclosure of the performance of such other Party’s obligations related to the Agreement, and who are contractually bound by confidentiality obligations that are at least as protective as those contained in the Agreement, neither Party shall, disclose to any person any Confidential Information received from the Disclosing Party without the Disclosing Party’s prior written consent. The Receiving Party will be responsible for any breach of this Section 5 (Confidentiality) by its Affiliates, employees, contractors, and agents and any third party to whom it discloses Confidential Information in accordance with this Section 5 (Confidentiality). For Confidential Information that does not constitute a “trade secret” under applicable law, these confidentiality obligations will expire three (3) years after the termination or expiration of the Agreement. For Confidential Information that constitutes a “trade secret” under applicable law, these confidentiality obligations will continue until such information ceases to constitute a “trade secret” under such applicable law. However, the Receiving Party may disclose Confidential Information pursuant to an order of a court Section 9.3(c) or governmental agency9.3(d), providedit will, thatexcept where impracticable, if permitted by applicable law, give reasonable advance notice to the Receiving Party shall first notify the Disclosing other Party of such order disclosure and afford use the Disclosing same diligent efforts to secure confidential treatment of such Confidential Information as such Party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the opportunity Parties agree to seek a protective order relating take all reasonable action to such disclosureavoid disclosure of Confidential Information hereunder. Notwithstanding anything Any information disclosed pursuant to Section 9.3(c) or 9.3(d) shall remain Confidential Information and subject to the contrary contained restrictions set forth in this Agreement, Customer authorizes AVEVA to collect, use, disclose, and modify in perpetuity information or data (including, but not limited to, general usage information and measurements) that is provided by Customer in connection with including the use or receipt foregoing provisions of the Products and Support Services (or generated or created in the course of AVEVA providing the Products and Support Services) for the purposes of developing, improving, optimizing, and delivering Products and Support Services; provided, however, that any disclosure of such data shall only include information or data that AVEVA develops or derives from such collected data or information (but such disclosure will not include the actual underlying Confidential Information of Customer)this Article IX.

Confidentiality Obligations. Each 5.1 Regardless of whether this Agreement is terminated or not, each Party shall keep strictly confidential all business secrets, proprietary information, customer information and all other information of a confidential nature concerning the other Parties known by it during the execution and performance of this Agreement (collectively, the “Confidential Information”). Unless a prior written consent is obtained from the Party disclosing the Confidential Information (the “Disclosing Party”) or unless it is required to be disclosed to third parties in accordance with relevant laws, rules and regulations (including those of the United States Securities and Exchange Commission) or the requirements of the place where any affiliate is listed on a stock exchange, the Party receiving the Confidential Information (the “Receiving Party”) shall not disclose to any third party whose Confidential Information has been disclosed retains ownership of its any Confidential Information. Each The Receiving Party agrees to (i) protect the shall not use any Confidential Information received from the Disclosing Party in the same manner as it protects the confidentiality of its own proprietary and confidential materials but in no event with less other than reasonable care; and (ii) use the Confidential Information received from the Disclosing Party solely for the purpose of the performing this Agreement. Upon termination . 5.2 The following information shall not be deemed part of the Agreement or upon written request submitted Confidential Information: (a) any information that has been lawfully acquired by the Disclosing Receiving Party prior to entering into the Agreement as evidenced by other written documents; (b) any information entering the public domain not attributable to the fault of the Party receiving the information; or (c) any information lawfully acquired by the Party receiving the information through other sources after its receipt of such information. 5.3 If requested by either Party, whichever comes firstthe other Party shall return, destroy, or otherwise dispose of all documents, materials and software that contains or may contain any Confidential Information as requested, and promptly stop using such Confidential Information. 5.4 For purposes of performing this Agreement, the Receiving Party shall return or destroy, at may disclose the Disclosing Party’s choice, all of the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, AVEVA shall not be required to return or destroy any such Confidential Information if such return or destruction is impracticable or technically infeasible. Except with respect to its Affiliates, relevant employees, contractors, agents or agents who need to know Confidential Information in order to support the performance of such Party’s obligations related to the Agreement, and who are contractually bound professionals retained by confidentiality obligations that are at least as protective as those contained in the Agreement, neither Party shall, disclose to any person any Confidential Information received from the Disclosing Party without the Disclosing Party’s prior written consent. The Receiving Party will be responsible for any breach of this Section 5 (Confidentiality) by its Affiliates, employees, contractors, and agents and any third party to whom it discloses Confidential Information in accordance with this Section 5 (Confidentiality). For Confidential Information that does not constitute a “trade secret” under applicable law, these confidentiality obligations will expire three (3) years after the termination or expiration of the Agreement. For Confidential Information that constitutes a “trade secret” under applicable law, these confidentiality obligations will continue until such information ceases to constitute a “trade secret” under such applicable lawit. However, the Receiving Party may disclose Confidential Information pursuant to an order shall ensure that the aforesaid persons shall comply with all relevant terms and conditions of a court or governmental agency, provided, that, if permitted by applicable lawthis Article. In addition, the Receiving Party shall first notify the Disclosing Party be responsible for any liability incurred as a result of such order persons’ breach of the relevant terms and afford conditions of this Article 5. 5.5 The Parties’ obligations under this Article shall survive the Disclosing termination of this Agreement. Either Party shall still comply with the opportunity to seek a protective order relating to such disclosure. Notwithstanding anything confidentiality terms of this Agreement and fulfill the confidentiality obligations as promised, until the other Party gives consent to the contrary contained in this Agreementrelease of such obligations or as a matter of fact, Customer authorizes AVEVA to collect, use, disclose, and modify in perpetuity information or data (including, but not limited to, general usage information and measurements) that is provided by Customer in connection with the use or receipt violation of the Products and Support Services (or generated or created in the course of AVEVA providing the Products and Support Services) for the purposes of developing, improving, optimizing, and delivering Products and Support Services; provided, however, that any disclosure of such data shall only include information or data that AVEVA develops or derives from such collected data or information (but such disclosure confidentiality terms herein will not include cause damage of any form to the actual underlying Confidential Information of Customer)other Party.

Confidentiality Obligations. Each At all times during the Term and for a period of ten (10) years following termination or expiration hereof in its entirety, each Party shall and shall cause its officers, directors, employees and agents to, keep confidential and not publish or otherwise disclose to a Third Party and not use, directly or indirectly, for any purpose, any Confidential Information furnished or otherwise made known to it, directly or indirectly, by the other Party, except to the extent such disclosure or use is expressly permitted by the terms of this Agreement. “Confidential Information” means any technical, business or other information provided by or on behalf of one Party to the other Party in connection with this Agreement, whether prior to, on or after the Effective Date, including information relating to the terms of this Agreement (subject to Section 6.4), information relating to any Licensed Compound or Licensed Product (including the Regulatory Documentation), any Development, Manufacture or Commercialization of any Licensed Compound or Licensed Product, any know-how with respect thereto developed by or on behalf of the disclosing Party or third party whose Confidential Information has been disclosed retains ownership its Affiliates (including Licensed *** CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], 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. Know-How and PhaseBio Know-How, as applicable) or the scientific, regulatory or business affairs or other activities of its Confidential Information. Each Party agrees to (i) protect the Confidential Information received from the Disclosing Party in the same manner as it protects the confidentiality of its own proprietary and confidential materials but in no event with less than reasonable care; and (ii) use the Confidential Information received from the Disclosing Party solely for the purpose of the Agreement. Upon termination of the Agreement or upon written request submitted by the Disclosing such Party, whichever comes first, the Receiving Party shall return or destroy, at the Disclosing Party’s choice, all of the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, AVEVA (a) the terms of this Agreement shall not be required deemed to return or destroy any such be the Confidential Information if such return or destruction is impracticable or technically infeasibleof both Parties and both Parties shall be deemed to be the receiving Party and the disclosing Party with respect thereto and (b) any AstraZeneca Product Know-How and any AstraZeneca Product Improvement shall be deemed to be the Confidential Information of MedImmune, and Licensee shall be deemed to be the receiving Party and MedImmune shall be deemed to be the disclosing Party with respect thereto. Except Notwithstanding the foregoing, the confidentiality and non-use obligations under this Section 6.1 with respect to its Affiliates, employees, contractors, or agents who need to know Confidential Information in order to support the performance of such Party’s obligations related to the Agreement, and who are contractually bound by confidentiality obligations that are at least as protective as those contained in the Agreement, neither Party shall, disclose to any person any Confidential Information received from the Disclosing Party without the Disclosing Party’s prior written consent. The Receiving Party will be responsible for any breach of this Section 5 (Confidentiality) by its Affiliates, employees, contractors, and agents and any third party to whom it discloses Confidential Information in accordance with this Section 5 (Confidentiality). For Confidential Information that does not constitute a “trade secret” under applicable law, these confidentiality obligations will expire three (3) years after the termination or expiration of the Agreement. For Confidential Information that constitutes a “trade secret” under applicable law, these confidentiality obligations will continue until such information ceases to constitute a “trade secret” under such applicable law. However, the Receiving Party may disclose Confidential Information pursuant to an order of a court or governmental agency, provided, that, if permitted by applicable law, the Receiving Party shall first notify the Disclosing Party of such order and afford the Disclosing Party the opportunity to seek a protective order relating to such disclosure. Notwithstanding anything to the contrary contained in this Agreement, Customer authorizes AVEVA to collect, use, disclose, and modify in perpetuity information or data (including, but not limited to, general usage information and measurements) that is provided by Customer in connection with the use or receipt of the Products and Support Services (or generated or created in the course of AVEVA providing the Products and Support Services) for the purposes of developing, improving, optimizing, and delivering Products and Support Services; provided, however, that any disclosure of such data shall only include information or data that AVEVA develops or derives from such collected data or information (but such disclosure will not include any information that the actual underlying Confidential Information of Customer).receiving Party can demonstrate by competent evidence:

Confidentiality Obligations. Each Party or third party whose (a) Sigilon and Lilly each recognizes that the other Party’s Confidential Information has been disclosed retains ownership and Proprietary Materials constitute highly valuable assets of such other Party. Sigilon and Lilly each agrees that, during the Term and for an additional [***] years after termination or expiration of this Agreement, (a) subject to Section 9.1.2, it will not disclose, and will cause its Affiliates not to disclose, any Confidential InformationInformation or Proprietary Materials of the other Party, (b) it will not use, and will cause its Affiliates not to use, any Confidential Information or Proprietary Materials of the other Party, except as expressly permitted in this Agreement, (c) it shall not attempt to reverse engineer, deconstruct or in any way determine the structure or composition of any of the other Party’s Proprietary Materials (provided, that it is understood that the foregoing shall not apply to any Encapsulation Materials), and (d) it will use the same efforts to protect the other Party’s Confidential Information as it does to protect its own similar Confidential Information (but, in any event, no less efforts than a reasonable Person in the industry would use to protect similar information). Each Party agrees To the extent that any Confidential Information or Proprietary Materials are identified in writing as a “trade secret” by either Party, the other Party’s obligations of confidentiality and non-use with respect to such trade secret information shall continue for so long as the relevant Confidential Information remains a “trade secret.” (b) Notwithstanding the foregoing Section 9.1.1(a), or anything to the contrary in this Agreement: (i) protect the Confidential Information received from Parties acknowledge the Disclosing Party practical difficulty of policing the use of information in the same manner as it protects the confidentiality of its own proprietary and confidential materials but in no event with less than reasonable care; and (ii) use the Confidential Information received from the Disclosing Party solely for the purpose unaided memory of the Agreement. Upon termination of the Agreement Receiving Party or upon written request submitted by the Disclosing such Receiving Party’s officer, whichever comes firstdirector, employee, or agent who have had access to such Confidential Information, and as such, each Party agrees that the Receiving Party shall return not be liable for the use by any of its permitted officers, directors, employees, or destroy, at agents of specific Confidential Information of the Disclosing Party that is retained in the unaided memory of such officer, director, employee, or agent; provided that (1) the foregoing is not intended to grant, and shall not be deemed to grant, the Receiving Party’s choice, all of its Affiliates, or its officers, directors, employees, and agents (A) a right to disclose the Disclosing Party’s Confidential Information. Notwithstanding , or (B) a license under any Patent Rights of the foregoingDisclosing Party; and (2) such officer, AVEVA shall director, employee, or agent has not be required to return or destroy any intentionally memorized such Confidential Information if such return or destruction is impracticable or technically infeasible. Except with respect to its Affiliates, employees, contractors, or agents who need to know Confidential Information in order to support the performance of such Party’s obligations related for use outside this Agreement; and (ii) except to the extent Sigilon has granted exclusive rights to Lilly under Section 2.1 (including as and to the extent such rights survive this Agreement, and who are contractually bound by confidentiality obligations that are at least as protective as those contained in the Agreement), neither Party shall, disclose is forfeiting any rights that each may have to any person any Confidential Information received from perform research activities covered by the Disclosing Party without the Disclosing Party’s prior written consent. The Receiving Party will be responsible for any breach of this Section 5 (Confidentiality) by its Affiliates, employees, contractors, and agents and any third party to whom it discloses Confidential Information in accordance with this Section 5 (Confidentiality). For Confidential Information that does not constitute a “trade secret” under applicable law, these confidentiality obligations will expire three (3) years after the termination or expiration patent rights of the Agreement. For Confidential Information other Party in compliance with 35 U.S.C. § 271(e)(1) or any experimental or research use exemption that constitutes a “trade secret” under applicable law, these confidentiality obligations will continue until such information ceases to constitute a “trade secret” under such applicable law. However, the Receiving Party may disclose Confidential Information pursuant to an order of a court or governmental agency, provided, that, if permitted by applicable law, the Receiving Party shall first notify the Disclosing Party of such order and afford the Disclosing Party the opportunity to seek a protective order relating to such disclosure. Notwithstanding anything to the contrary contained apply in this Agreement, Customer authorizes AVEVA to collect, use, disclose, and modify in perpetuity information or data (including, but not limited to, general usage information and measurements) that is provided by Customer in connection with the use or receipt of the Products and Support Services (or generated or created in the course of AVEVA providing the Products and Support Services) for the purposes of developing, improving, optimizing, and delivering Products and Support Services; provided, however, that any disclosure of such data shall only include information or data that AVEVA develops or derives from such collected data or information (but such disclosure will not include the actual underlying Confidential Information of Customer)country.

Confidentiality Obligations. Each Party will, for the Term of this Agreement and for a period of five (5) years after termination or third party whose expiration of this Agreement, treat as confidential all Confidential Information has been disclosed retains ownership of its Confidential Information. Each Party agrees to (i) protect the Confidential Information received from the Disclosing Party in the same manner as it protects the confidentiality of its own proprietary and confidential materials but in no event with less than reasonable care; and (ii) other Party, will not use the Confidential Information received from except as expressly set forth herein or otherwise authorized in writing, will implement reasonable procedures to prohibit the Disclosing Party solely for the purpose disclosure, unauthorized duplication, misuse, or removal of the Agreement. Upon termination of the Agreement or upon written request submitted by the Disclosing Party, whichever comes first, the Receiving Party shall return or destroy, at the Disclosing Party’s choice, all of the Disclosing other Party’s Confidential Information. Notwithstanding Information and will not disclose the foregoing, AVEVA shall not be required to return or destroy any such Confidential Information if such return or destruction is impracticable or technically infeasible. Except to any third Party except as may be necessary and required in connection with respect to its Affiliates, employees, contractors, or agents who need to know Confidential Information in order to support the performance rights and obligations of such Party’s obligations related to the Party under this Agreement, and who are contractually bound by subject to confidentiality obligations that are at least as protective as those contained in set forth herein. Without limiting the foregoing, each Party will use at least the same procedures and degree of care which it uses to prevent the disclosure of its own Confidential Information of like importance to prevent the disclosure of Confidential Information disclosed to it by the other Party under this Agreement, neither Party shall, disclose to any person any but in no event less than reasonable care. Any disclosure of Confidential Information received from under this Agreement shall not imply any grant of Intellectual Property Rights contained or related therein by the Disclosing Party without disclosing party. In addition to the Disclosing Partyforegoing, SMIC agrees to implement and maintain adequate security to ensure performance if SMIC’s prior written consent. The Receiving Party will be responsible for any breach of obligations under this Section 5 (Confidentiality) by its Affiliates16.1, employeesincluding without limitation, contractors, and agents and any third party to whom it discloses storing all Spansion Confidential Information in accordance with this Section 5 a secure environment (Confidentialityincluding password-protected systems and locked storage and file cabinets for tangible materials). For Confidential Information that does not constitute a “trade secret” under applicable law, these confidentiality obligations will expire three (3) years after the termination or expiration of the Agreement. For Confidential Information that constitutes a “trade secret” under applicable law, these confidentiality obligations will continue until restricting access to such information ceases to constitute a “trade secret” those SMIC employees requiring access to perform SMIC’s obligations under such applicable law. However, the Receiving Party may disclose Confidential Information pursuant to an order of a court or governmental agency, provided, that, if permitted by applicable law, the Receiving Party shall first notify the Disclosing Party of such order and afford the Disclosing Party the opportunity to seek a protective order relating to such disclosure. Notwithstanding anything to the contrary contained in this Agreement, Customer authorizes AVEVA maintaining a log of all SMIC employees who have had access to collectSpansion Confidential Information, use, discloseeducating all such employees of SMIC’s obligations with respect to Spansion Confidential Information, and modify in perpetuity information or data (includingpursuant to Section 16.5, but not limited toensuring each employees have executed a Non-Disclosure, general usage information Non-Competition and measurements) that is provided by Customer in connection with the use or receipt of the Products and Support Services (or generated or created Proprietary Information Agreement in the course of AVEVA providing the Products and Support Services) for the purposes of developing, improving, optimizing, and delivering Products and Support Services; provided, however, that any disclosure of such data shall only include information or data that AVEVA develops or derives from such collected data or information (but such disclosure will not include the actual underlying Confidential Information of Customer).attached hereto as Exhibit C.

Confidentiality Obligations. Each Party or third party whose Confidential Information has been disclosed retains ownership of its Confidential Information. Each Party agrees to (i) protect the Innocoll and EUSA shall keep all Confidential Information received from the Disclosing other Party in with the same manner as degree of care it protects maintains the confidentiality of its own proprietary and confidential materials Confidential Information, but in no event with less than a reasonable degree of care; and (ii) . Neither Party shall use the such Confidential Information received from for any purpose other than in performance of this Agreement or disclose the Disclosing same to any other Person other than to such of its and its Affiliates’ or permitted sub-licensees, directors, officers, managers, employees, independent contractors, agents or consultants who have a need to know such Confidential Information to implement the terms of this Agreement or enforce its rights under this Agreement; provided, however, that prior to a Receiving Party solely for the purpose disclosing Confidential Information to its Affiliates or other Third Parties as permitted hereunder, a Receiving Party shall advise any of its and its Affiliates’ or permitted sublicensees’ directors, officers, managers, employees, independent contractors, agents or consultants who receives such Confidential Information of the Agreement. Upon termination confidential nature thereof and of the obligations contained in this Agreement or upon written request submitted by the Disclosing Partyrelating thereto, whichever comes first, and the Receiving Party shall return or destroyensure (including, at in the Disclosing case of a Third Party’s choice, all by means of the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, AVEVA shall not be required to return or destroy any a written agreement with such Confidential Information if such return or destruction is impracticable or technically infeasible. Except with respect to its Affiliates, employees, contractors, or agents who need to know Confidential Information in order to support the performance of such Party’s obligations related to the Agreement, and who are contractually bound by confidentiality obligations that are Third Party having terms at least as protective as those contained in the Agreementthis Article 10) that all such directors, neither Party shallofficers, disclose to any person any Confidential Information received from the Disclosing Party without the Disclosing Party’s prior written consent. The Receiving Party will be responsible for any breach of this Section 5 (Confidentiality) by its Affiliatesmanagers, employees, independent contractors, and agents and any third party to whom it discloses Confidential Information in accordance or consultants comply with such obligations as if they had been a Party hereto. Upon termination of this Section 5 (Confidentiality). For Confidential Information that does not constitute a “trade secret” under applicable law, these confidentiality obligations will expire three (3) years after the termination or expiration of the Agreement. For Confidential Information that constitutes a “trade secret” under applicable law, these confidentiality obligations will continue until such information ceases to constitute a “trade secret” under such applicable law. However, the Receiving Party may disclose Confidential Information pursuant to an order of a court or governmental agency, provided, that, if permitted by applicable law, the Receiving Party shall first notify return or destroy all documents, tapes or other media containing or embodying Confidential Information of the Disclosing Party that remain in the possession of such order the Receiving Party or its directors, managers, employees, independent contractors, agents or consultants, except that the Receiving Party may keep one (1) copy of the Confidential Information in the legal department files of the Receiving Party, solely for archival purposes (and afford will cause its Affiliates and other Third Parties to which it disclosed Confidential Information to do the same). Such archival copy shall be deemed to be the property of the Disclosing Party the opportunity Party, and shall continue to seek a protective order relating to such disclosure. Notwithstanding anything be subject to the contrary contained provisions of this Article 10. It is understood that receipt of Confidential Information under this Agreement will not limit the Receiving Party from assigning its employees to any particular job or task in any way it may choose, subject to the terms and conditions of this Agreement, Customer authorizes AVEVA to collect, use, disclose, and modify in perpetuity information or data (including, but not limited to, general usage information and measurements) that is provided by Customer in connection with the use or receipt of the Products and Support Services (or generated or created in the course of AVEVA providing the Products and Support Services) for the purposes of developing, improving, optimizing, and delivering Products and Support Services; provided, however, that any disclosure of such data shall only include information or data that AVEVA develops or derives from such collected data or information (but such disclosure will not include the actual underlying Confidential Information of Customer).

Confidentiality Obligations. Each Party shall maintain in confidence all information disclosed or third party whose Confidential Information has been disclosed retains ownership otherwise made available by the other which is identified as confidential and which is confirmed in writing and marked “confidential” or otherwise properly labeled as confidential within thirty (30) days of its Confidential Information. Each Party agrees such original disclosure, including without limitations, information relating to PACKAGING CELL KNOW HOW and PROGRAMS or results of PROGRAMS (all such information hereafter referred to as “INFORMATION”), and shall not use such INFORMATION or disclose the same to anyone, except (i) protect the Confidential Information received from the Disclosing Party in the same manner as it protects the confidentiality that LICENSEE may disclose CRUCELL’S INFORMATION to its REGISTERED AFFILIATES and SUBLICENSEES, those of its own proprietary agents, direct employees, consultants and confidential materials but investigators for the execution of PROGRAMS and manufacturing and sale of PRODUCTS, as set out in no event with less than reasonable carethis Agreement; and (ii) use that LICENSEE may disclose CRUCELL’S INFORMATION as required to governmental health regulatory authorities; (iii) that CRUCELL may disclose LICENSEE’S INFORMATION to its agents, direct employees, consultants and investigators who have a need-to-know for the Confidential Information received from performance of this Agreement; the Disclosing foregoing as permitted by this Agreement and subject to the responsibilities and obligations as set forth in this Agreement. Either Party solely may disclose the other Party’s INFORMATION to potential investors and/or strategic partners within the course of a good faith due diligence inquiry to the extent relevant for the purpose of the Agreementinquiry. Upon termination The foregoing is subject to the below: 7.1.1. Prior to such permitted disclosure to such LICENSEE REGISTERED AFFILIATES and SUBLICENSEES, Contractors, agents, direct employees, consultants, investigators, potential investors and other financing sources, investment bankers, advisors, attorneys, accountants and strategic investors, disclosure must be subject to the provisions of a confidentiality agreement containing restrictions no less stringent than the Agreement or upon written request submitted by the Disclosing Partyobligations in this Section 7.1 as such restrictions apply to LICENSEE, whichever comes first, the Receiving Party shall return or destroy, at the Disclosing Party’s choice, all of the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, AVEVA provided that attorneys and accountants shall not be required to return or destroy any execute such Confidential Information agreement if so informed of the confidential obligations hereunder and provided their professional code of conduct requires that such return or destruction is impracticable or technically infeasible. Except with respect to its Affiliates, employees, contractors, or agents who need to know Confidential Information in order to support the performance of such Party’s obligations related to the Agreement, and who are contractually bound by confidentiality obligations that are at least as protective as those contained in the Agreement, neither Party shall, disclose to any person any Confidential Information received from the Disclosing Party without the Disclosing Party’s prior written consentbe so observed. The Receiving Party will be responsible for any breach of this Section 5 (Confidentiality) by its Affiliates, employees, contractors, and agents and any third party to whom it discloses Confidential Information in accordance with this Section 5 (Confidentiality)Commercial License Agreement PER.C6® Crucell Holland – Vascular Biogenics 7.1.2. For Confidential Information that does not constitute a “trade secret” under applicable law, these confidentiality obligations will expire three (3) years after the termination or expiration of the Agreement. For Confidential Information that constitutes a “trade secret” under applicable law, these confidentiality obligations will continue until such information ceases to constitute a “trade secret” under such applicable law. However, the Receiving Party may disclose Confidential Information pursuant to an order of a court or governmental agency, provided, that, if permitted by applicable law, the Receiving Each Party shall first notify the Disclosing Party of such order and afford the Disclosing Party the opportunity use a similar effort to seek a protective order relating that which it uses to such disclosure. Notwithstanding anything to the contrary contained in this Agreement, Customer authorizes AVEVA to collect, use, disclose, and modify in perpetuity information protect its own trade secrets or data (including, but not limited to, general usage information and measurements) that is provided by Customer in connection with the use or receipt of the Products and Support Services (or generated or created in the course of AVEVA providing the Products and Support Services) for the purposes of developing, improving, optimizing, and delivering Products and Support Services; provided, however, that any disclosure of such data shall only include information or data that AVEVA develops or derives from such collected data or proprietary information (but that in any event be no less than customary industry standards) to protect the other Party’s INFORMATION and to ensure that its applicable AFFILIATES and SUBLICENSEES and Contractors (if any), agents, direct employees, consultants, investigators, potential investors and strategic investors do not disclose or make any unauthorized use of such INFORMATION. Each Party shall notify the other promptly of its knowledge of any unauthorized use or disclosure will not include of the actual underlying Confidential Information of Customer)other’s INFORMATION and enable it to enforce rights against such use or disclosure.

Confidentiality Obligations. Each Party or Except to the extent expressly authorized by this Agreement, each of JAH and Napo (each a “Recipient”) (a) shall hold the other Party’s (the “Discloser”) Confidential Information in strict confidence, (b) shall not disclose such Confidential Information to any third party whose and shall implement practices and procedures as necessary to prevent such disclosure, which steps shall include at least those taken by the Recipient to protect its own confidential information of like kind, and (c) shall use such Confidential Information has been disclosed retains ownership of its only as expressly authorized by this Agreement unless the Parties shall have agreed otherwise in writing. Both Parties agree that in order to ensure that each Party understands which information is deemed to be confidential, all Confidential Information. Each Party agrees to (i) protect Information will be in written form and clearly marked as “Confidential,” and if the Confidential Information received from the Disclosing Party is initially disclosed in oral or some other non-written form, it will be confirmed and summarized in writing and clearly marked as “Confidential” within thirty (30) days of disclosure. The Recipient shall hold such Confidential Information in confidence and shall treat such information in the same manner as it protects the confidentiality of treats its own proprietary and confidential materials information but in no event with not less than with a reasonable degree of care; . The Recipient may disclose the Discloser’s Confidential Information to the Recipient’s Affiliates, Sublicensees, and their respective directors, officers, employees, consultants, agents, subcontractors and/or any other person or entity acting on Recipient’s behalf, individually or collectively (collectively “Representatives”) who have a bona fide need to access the Confidential Information, but only to the extent reasonably necessary to exercise the Recipient’s rights and fulfill the Recipient’s obligations under this Agreement. Each Recipient (i) shall inform all those Representatives to whom Confidential Information is disclosed that such Confidential Information is, in fact, confidential and is not to be disclosed to third parties, (ii) use the Confidential Information received from the Disclosing Party solely for the purpose of the Agreement. Upon termination of the Agreement or upon written request submitted shall obligate all Representatives in writing to abide by the Disclosing Party, whichever comes first, the Receiving Party shall return or destroy, at the Disclosing Party’s choice, all of the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, AVEVA shall not be required nondisclosure and nonuse obligations reasonably comparable to return or destroy any such Confidential Information if such return or destruction is impracticable or technically infeasible. Except with respect to its Affiliates, employees, contractors, or agents who need to know Confidential Information in order to support the performance of such Party’s obligations related to the Agreement, and who are contractually bound by confidentiality obligations that are at least as protective as those contained in the Agreement, neither Party shall, disclose to any person any Confidential Information received from the Disclosing Party without the Disclosing Party’s prior written consent. The Receiving Party will be responsible for any breach of this Section 5 (Confidentiality) by its Affiliates, employees, contractors, and agents and any third party to whom it discloses Confidential Information in accordance with this Section 5 (Confidentiality). For Confidential Information that does not constitute a “trade secret” under applicable law, these confidentiality obligations will expire three (3) years after the termination or expiration of the Agreement. For Confidential Information that constitutes a “trade secret” under applicable law, these confidentiality obligations will continue until such information ceases to constitute a “trade secret” under such applicable law. However, the Receiving Party may disclose Confidential Information pursuant to an order of a court or governmental agency, provided, that, if permitted by applicable law, the Receiving Party shall first notify the Disclosing Party of such order and afford the Disclosing Party the opportunity to seek a protective order relating to such disclosure. Notwithstanding anything to the contrary contained set forth in this Agreement, Customer authorizes AVEVA to collect, use, discloseand (iii) shall be responsible for, and modify indemnify the Discloser from and against, any noncompliance by its Representatives. In addition, the Recipient shall promptly notify the Discloser in perpetuity information or data (including, but not limited to, general usage information and measurements) that is provided by Customer in connection with the writing of any unauthorized use or receipt of the Products and Support Services (or generated or created in the course of AVEVA providing the Products and Support Services) for the purposes of developing, improving, optimizing, and delivering Products and Support Services; provided, however, that any disclosure of such data shall only include information or data that AVEVA develops or derives from such collected data or information (but such disclosure will not include the actual underlying any Confidential Information of Customer)Information.

Confidentiality Obligations. Each Party or third party whose Confidential Information has been disclosed retains ownership of its Confidential Information. Each Party agrees to (i) protect the Confidential Information received from the Disclosing Party in the same manner as it protects the confidentiality of its own proprietary and confidential materials but in no event with less than reasonable care; and (ii) use the Confidential Information received from the Disclosing Party solely for the purpose of the Agreement. Upon termination of Senesco Parties and BCV agree that during the Agreement or upon written request submitted by the Disclosing PartyTerm and for ten (10) years thereafter, whichever comes firstit shall keep confidential, the Receiving Party and shall return or destroy, at the Disclosing Party’s choice, all of the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, AVEVA shall not be required to return or destroy any such Confidential Information if such return or destruction is impracticable or technically infeasible. Except with respect to cause its AffiliatesAffiliates and its and their directors, employees, contractorsconsultants, or agents who need agents, subcontractors, and sublicensees to know keep confidential, all Confidential Information in order to support of the performance disclosing Party. Neither of such Party’s obligations related to the Agreement, and who are contractually bound by confidentiality obligations that are at least as protective as those contained in the Agreement, neither Party shall, disclose to Senesco Parties nor BCV nor any person any Confidential Information received from the Disclosing Party without the Disclosing Party’s prior written consent. The Receiving Party will be responsible for any breach of this Section 5 (Confidentiality) by their Affiliates or its Affiliatesor their directors, employees, contractorsconsultants, agents, subcontractors, or sublicensees shall use Confidential Information of the disclosing Party for any purpose whatsoever other than to exercise any rights granted to it or reserved by it hereunder or to carry out its responsibilities hereunder. Without limiting the foregoing but subject to Section 5.2, Section 5.3, Section 5.4, and agents Section 5.5 below, each Party may disclose such information to the extent such disclosure is reasonably necessary to (a) file and any third party to whom it discloses Confidential Information prosecute patent applications and/or maintain patents which are filed or prosecuted in accordance with the provisions of this Section 5 Agreement or submit regulatory applications and filings, (Confidentiality). For Confidential Information that does not constitute a “trade secret” under applicable lawb) file, these confidentiality obligations will expire three prosecute or defend litigation in accordance with the provisions of this Agreement, or (3c) years after comply with Applicable Laws or the termination or expiration of the Agreement. For Confidential Information that constitutes a “trade secret” under applicable law, these confidentiality obligations will continue until such information ceases to constitute a “trade secret” under such applicable law. However, the Receiving Party may disclose Confidential Information pursuant to an order of a court or governmental agencyof competent jurisdiction, provided, that, if permitted by applicable law, the Receiving Party shall first notify the Disclosing Party of such order and afford the Disclosing Party the opportunity to seek a protective order relating to such disclosure. Notwithstanding anything to the contrary contained in this Agreement, Customer authorizes AVEVA to collect, use, disclose, and modify in perpetuity information or data (including, but not limited to, general usage information and measurements) that is provided by Customer in connection with the use or receipt including Applicable Laws of the Products U.S. Securities and Support Services Exchange Commission (“SEC”) or generated any nationally recognized securities exchange, quotation system or created in the course of AVEVA providing the Products and Support Services) for the purposes of developing, improving, optimizing, and delivering Products and Support Servicesover-the-counter market on which such Party has its securities listed or traded; provided, however, that if a Party is required to make any such disclosure of such data the disclosing Party’s Confidential Information in connection with any of the foregoing, it shall only include information or data that AVEVA develops or derives from such collected data or information (but give reasonable advance notice to the disclosing Party of such disclosure will not include requirement and shall use reasonable efforts to assist such disclosing Party in efforts to avoid or minimize the actual underlying degree of such disclosure and secure confidential treatment of such information required to be disclosed. Moreover, BCV may disclose Confidential Information of Customer)the Senesco Parties relating to the research, development or commercialization of the Biofuel IP in the Field and/or any Licensed Products to entities with whom BCV has (or may have) a marketing, commercialization and/or development collaboration and who have a specific need to know such Confidential Information and who are bound in writing by a like obligation of confidentiality and restrictions on use, provided that BCV shall be liable for any breach of such confidentiality and non-use obligations by any such Third Party.

Confidentiality Obligations. Each Party or third party whose All Confidential Information has been disclosed retains ownership provided by one Party to the other Party in connection with this Agreement shall be maintained in strict confidence by the receiving Party. Such Confidential Information shall remain the property of its the providing Party, and the receiving Party shall not make use of any such Confidential InformationInformation except for the purposes for which it was provided. Each At the termination or expiration of this Agreement, at the other Party’s request, the receiving Party agrees to (i) protect shall return within 30 days of receipt of a written request from the disclosing Party any of the Confidential Information received from the Disclosing disclosing Party, or, at the disclosing Party’s option, destroy and certify in writing that it has destroyed such Confidential Information including any copies thereof and any compilations, analyses, studies or other notes derived from the Confidential Information, provided that receiving Party in may retain one copy of such compilations, analyses, studies or other notes prepared by the same manner as it protects the confidentiality of its own proprietary and confidential materials but in no event with less than reasonable care; and (ii) use receiving Party which contain or otherwise reflect the Confidential Information received from to the Disclosing Party solely for extent required by Applicable Law. The return, retention or destruction will not affect receiving Party`s obligation to observe the purpose confidentiality and non-use restrictions in respect of the Agreement. Upon termination of the Agreement or upon written request submitted by the Disclosing Party, whichever comes first, the Receiving Party shall return or destroy, at the Disclosing Party’s choice, all of the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, AVEVA shall not be required to return or destroy any such Confidential Information if such return or destruction is impracticable or technically infeasible. Except with respect to its Affiliates, employees, contractors, or agents who need to know Confidential Information set out in order to support the performance of such Party’s obligations related to the Agreement, and who are contractually bound by confidentiality obligations that are at least as protective as those contained in the Agreement, neither Party shall, disclose to any person any Confidential Information received from the Disclosing Party without the Disclosing Party’s prior written consentthis agreement. The Receiving Party will be responsible for any breach provisions of this Section 5 (Confidentiality) by its Affiliates, employees, contractors, and agents and any third party 10 shall not apply to whom it discloses copies of electronically exchanged Confidential Information in accordance with made as a matter of routine information technology backup. (a) Each Party agrees to keep confidential the existence of this Section 5 (Confidentiality)Agreement, as well as all of its terms and conditions. For Confidential Information that does not constitute a “trade secret” under applicable law, these confidentiality obligations will expire three (3) years after the termination or expiration of the Agreement. For Confidential Information that constitutes a “trade secret” under applicable law, these confidentiality obligations will continue until such information ceases to constitute a “trade secret” under such applicable law. However, the Receiving Furthermore each Party may disclose Confidential Information pursuant to an order of a the extent that such disclosure is reasonably necessary to comply with Applicable Law, rule, regulation, court order, subpoena, interrogatory or governmental agencyother discovery request (including without limitation applicable securities laws or stock exchange regulations), provided, thathowever, if permitted by applicable lawthat it shall, to the Receiving extent reasonably possible, give reasonable advance written notice to the disclosing Party and, at the disclosing Party’s request, shall first notify cooperate with the Disclosing disclosing Party of such order and afford the Disclosing Party the opportunity to seek a protective order relating or other appropriate remedy. The receiving Party will use its reasonable efforts to such disclosure. Notwithstanding anything to the contrary contained in this Agreement, Customer authorizes AVEVA to collect, use, disclose, and modify in perpetuity information or data (including, but not limited to, general usage information and measurements) that is provided by Customer in connection with the use or receipt secure confidential treatment of the Products and Support Services (or generated or created in the course of AVEVA providing the Products and Support Services) for the purposes of developing, improving, optimizing, and delivering Products and Support Services; provided, however, that any disclosure of such data shall only include information or data that AVEVA develops or derives from such collected data or information (but such disclosure will not include the actual underlying Confidential Information of Customer)that will be disclosed.

Confidentiality Obligations. Each Party or third party whose shall keep all Confidential Information has been disclosed retains ownership of its Confidential Information. Each the other Party agrees to (i) protect the Confidential Information received from the Disclosing Party in with the same manner as degree of care it protects maintains the confidentiality of its own proprietary and confidential materials but in no event with less than reasonable care; and (ii) information of a similar nature. Neither Party shall use the Confidential Information received from the Disclosing Party solely for the purpose of the Agreement. Upon termination other Party for any purpose other than in performance of its obligations or the exercise of its rights under this Agreement or upon written request submitted by disclose the Disclosing Party, whichever comes first, the Receiving Party shall return or destroy, at the Disclosing Party’s choice, all of the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, AVEVA shall not be required to return or destroy any such Confidential Information if or the terms of this Agreement to any other Person other than to such return or destruction is impracticable or technically infeasible. Except with respect to of its and its Affiliates’ directors, managers, employees, independent contractors, agents, suppliers, or agents consultants and others who have a need to know such Confidential Information in order to support or terms of this Agreement for the performance purposes of such Party’s performance of its obligations related or exercise of its rights (including granting sublicenses and assigning the Agreement in accordance with the terms and conditions hereof) under this Agreement or such Party’s enforcement of its rights under this Agreement; provided, however, that the Party intending to disclose the AgreementConfidential Information of the other Party or the terms of this Agreement shall advise any such Person who receives such Confidential Information or terms of this Agreement of the confidential nature thereof and of the obligations contained in this Agreement relating thereto, and who are contractually bound such Party shall ensure (including, in the case of a Third Party, by confidentiality obligations that are means of a written agreement with such Third Party having terms at least as protective as those contained in the Agreementthis Article 8) that all such directors, neither managers, employees, independent contractors, agents, suppliers, consultants or others comply with such obligations as if they had been a Party shall, disclose to any person any Confidential Information received from the Disclosing hereto. Each Party without the Disclosing Party’s prior written consent. The Receiving Party will shall be responsible for any breach breaches of this Section 5 (Confidentiality) Agreement by its or its Affiliates’ directors, managers, employees, independent contractors, and agents and any third party agents, suppliers, consultants or others to whom it discloses the other Party’s Confidential Information, except that each Party may keep one (1) copy of the Confidential Information in accordance with of the other Party for the first Party’s archival purposes. Such archival copy shall be deemed to be the property of the Disclosing Party, and shall continue to be subject to the provisions of this Section 5 (Confidentiality)Article 8. For It is understood that receipt of Confidential Information that does under this Agreement will not constitute a “trade secret” under applicable law, these confidentiality obligations will expire three (3) years after the termination or expiration of the Agreement. For Confidential Information that constitutes a “trade secret” under applicable law, these confidentiality obligations will continue until such information ceases to constitute a “trade secret” under such applicable law. However, limit the Receiving Party from assigning its employees to any particular job or task in any way it may disclose Confidential Information pursuant to an order of a court or governmental agencychoose, provided, that, if permitted by applicable law, the Receiving Party shall first notify the Disclosing Party of such order and afford the Disclosing Party the opportunity to seek a protective order relating to such disclosure. Notwithstanding anything subject to the contrary contained in terms and conditions of this Agreement, Customer authorizes AVEVA to collect, use, disclose, and modify in perpetuity information or data (including, but not limited to, general usage information and measurements) that is provided by Customer in connection with the use or receipt of the Products and Support Services (or generated or created in the course of AVEVA providing the Products and Support Services) for the purposes of developing, improving, optimizing, and delivering Products and Support Services; provided, however, that any disclosure of such data shall only include information or data that AVEVA develops or derives from such collected data or information (but such disclosure will not include the actual underlying Confidential Information of Customer).

Confidentiality Obligations. Each One Party or third party whose Confidential Information has been disclosed retains ownership of its Confidential Information. Each Party agrees to (i) protect the Confidential Information received from the Disclosing Party in the same manner as it protects the confidentiality of its own proprietary and confidential materials but in no event with less than reasonable care; and (ii) use the Confidential Information received from the Disclosing Party solely for the purpose of the Agreement. Upon termination of the Agreement or upon written request submitted by the “Disclosing Party, whichever comes first, ”) may disclose or otherwise make available to the other Party (the “Receiving Party shall return or destroy, at the Disclosing Party’s choice, all ”) certain of the Disclosing Party’s Confidential InformationInformation for use in connection with this Agreement. Notwithstanding For clarity, all Transferred Know-How, Licensed Patents (to the foregoingextent unpublished) and Development IP shall, AVEVA shall not upon the effective date of the transfer or assignment of each such intellectual property to Zai Lab, be required to return or destroy any such deemed Confidential Information if such return or destruction is impracticable or technically infeasibleof Zai Lab. Except with respect to its AffiliatesDuring the Term and for [*] years thereafter, employeesthe Receiving Party will keep confidential, contractors, or agents who need to know Confidential Information in order to support the performance of such Party’s obligations related to the Agreement, and who are contractually bound by confidentiality obligations that are at least as protective as those contained in the Agreement, neither Party shall, will not disclose to any person Third Party, and shall not use for any purpose other than as expressly permitted hereunder, any Confidential Information received of the Disclosing Party. The foregoing obligations shall not apply to the extent that such information: (i) was known to Receiving Party or any of its Affiliates prior to the time of disclosure (and such prior knowledge can be properly documented); (ii) is or becomes public knowledge through no fault or omission of Receiving Party or any of its Affiliates; (iii) is obtained by the Receiving Party (or its Affiliates) without restrictions of confidentiality from a Third Party under no obligation of confidentiality to the Disclosing Party or its Affiliates; (iv) is independently developed by employees or agents of Receiving Party (or its Affiliates) without the aid, application or use of the Disclosing Party’s prior written consent. The Receiving Party will be responsible for any breach of this Section 5 (Confidentiality) by its Affiliates, employees, contractors, and agents and any third party to whom it discloses Confidential Information in accordance with this Section 5 (Confidentialityand such independent development can be properly documented). For Confidential Information that does not constitute a “trade secret” under applicable law, these confidentiality obligations will expire three ; or (3v) years after the termination or expiration of the Agreement. For Confidential Information that constitutes a “trade secret” under applicable law, these confidentiality obligations will continue until such information ceases to constitute a “trade secret” under such applicable law. However, the Receiving Party may disclose Confidential Information pursuant to an order of a court or governmental agency, provided, that, if permitted is required by applicable law, rule, regulation, act or order of a governmental authority or agency, or a court of competent jurisdiction; provided, that the Receiving Party shall first notify (1) promptly provides written notice of such requirement to the Disclosing Party of such order and afford so that the Disclosing Party the opportunity to can seek a protective order relating or other appropriate remedy to preserve the confidentiality of such disclosure. Notwithstanding anything to information, (2) upon request, reasonably cooperates with the contrary contained in this Agreement, Customer authorizes AVEVA to collect, use, disclose, and modify in perpetuity information or data (including, but not limited to, general usage information and measurements) that is provided by Customer Disclosing Party in connection with such efforts, and (3) only discloses the use minimum Confidential Information required to be disclosed in order to comply. Any combination of features or receipt disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the Products Receiving Party unless the combination itself and Support Services (principle of operation are published or generated available to the general public or created in the course rightful possession of AVEVA providing the Products and Support Services) for Receiving Party. In addition, to the purposes of developing, improving, optimizing, and delivering Products and Support Services; provided, however, extent that any disclosure of such data shall only include information or data that AVEVA develops or derives from such collected data or information (but such disclosure will not include the actual underlying Confidential Information is disclosed pursuant to legal requirement in accordance with Section 7.1(a)(v), it shall remain otherwise subject to the confidentiality and non-use provisions of Customer)this Section 7.1.

Confidentiality Obligations. Each Party or third party whose of Redpoint and IFF shall not disclose, and shall keep all Confidential Information has been disclosed retains ownership of its Confidential Information. Each the other Party agrees to (i) protect the Confidential Information received from the Disclosing Party in confidential with the same manner as degree of care it protects employs to maintain the confidentiality of its own proprietary and confidential materials Confidential Information, but in no event with less than a reasonable degree of care; and (ii) . Neither Party shall use the such Confidential Information received from for any purpose other than in performance of, or in exercise of its rights under, this Agreement or disclose the Disclosing same to any other Person other than to such of its and its Affiliates’ directors, managers, employees, independent contractors, agents or consultants who have a need to know such Confidential Information to implement the terms of this Agreement or enforce its rights under this Agreement; provided, however, that a Receiving Party solely for the purpose shall advise any of its and its Affiliates’ directors, managers, employees, independent contractors, agents or consultants who receives such Confidential Information of the Agreement. Upon termination confidential nature thereof and of the obligations contained in this Agreement or upon written request submitted by the Disclosing Partyrelating thereto, whichever comes first, and the Receiving Party shall return or destroyensure (including, at in the Disclosing case of a Third Party’s choice, all by means of the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, AVEVA shall not be required to return or destroy any a written agreement with such Confidential Information if such return or destruction is impracticable or technically infeasible. Except with respect to its Affiliates, employees, contractors, or agents who need to know Confidential Information in order to support the performance of such Party’s obligations related to the Agreement, and who are contractually bound by confidentiality obligations that are Third Party having terms at least as protective as those contained in the Agreementthis Article 7) that all such directors, neither Party shall, disclose to any person any Confidential Information received from the Disclosing Party without the Disclosing Party’s prior written consent. The Receiving Party will be responsible for any breach of this Section 5 (Confidentiality) by its Affiliatesmanagers, employees, independent contractors, and agents and any third party to whom it discloses or consultants comply with such obligations as if they had been a Party hereto. For clarity, nothing contained herein shall restrict Redpoint from disclosing its Confidential Information in accordance with this Section 5 (Confidentiality). For Confidential Information that does not constitute a “trade secret” to its and its Affiliates’ directors, managers, employees, independent contractors, agents or consultants who are under applicable law, these similar confidentiality obligations will expire three (3) years after the as set forth herein in connection with any licensing, commercialization, financing, acquisition or other transaction. Upon termination or expiration of the this Agreement. For Confidential Information that constitutes a “trade secret” under applicable law, these confidentiality obligations will continue until such information ceases to constitute a “trade secret” under such applicable law. However, the Receiving Party may disclose Confidential Information pursuant to an order of a court or governmental agency, provided, that, if permitted by applicable law, the Receiving Party shall first notify return or destroy all documents, tapes or other media containing Confidential Information of the Disclosing Party that remain in the possession of such order and afford the Receiving Party or its directors, managers, employees, independent contractors, agents or consultants, except that the Receiving Party may keep one copy of the Confidential Information in the legal department files of the Receiving Party, solely for archival purposes. Such archival copy shall be deemed to be the property of the Disclosing Party the opportunity Party, and shall continue to seek a protective order relating to such disclosure. Notwithstanding anything be subject to the contrary contained provisions of this Article 8. It is understood that receipt of Confidential Information under this Agreement will not limit the Receiving Party from assigning its employees to any particular job or task in any way it may choose, subject to the terms and conditions of this Agreement, Customer authorizes AVEVA to collect, use, disclose, and modify in perpetuity information or data (including, but not limited to, general usage information and measurements) that is provided by Customer in connection with the use or receipt of the Products and Support Services (or generated or created in the course of AVEVA providing the Products and Support Services) for the purposes of developing, improving, optimizing, and delivering Products and Support Services; provided, however, that any disclosure of such data shall only include information or data that AVEVA develops or derives from such collected data or information (but such disclosure will not include the actual underlying Confidential Information of Customer).

Confidentiality Obligations. Each (a) For a period of [ * ] years from the Effective Date, each Party or third party whose that receives Confidential Information has been disclosed retains ownership of its Confidential Information. Each hereunder (the “Recipient”) provided to it by the other Party agrees pursuant to this Section 8.1(a) (the “Disclosing Party”) (i) protect the shall not disclose such Confidential Information received from the Disclosing to any Third Party in the same manner except as it protects the confidentiality of its own proprietary and confidential materials but in no event with less than reasonable care; and permitted under this Agreement, (ii) shall use the Confidential Information received from of the Disclosing Party solely only for the purpose purposes expressly permitted by this Agreement (including to exercise its rights or perform its obligations under this Agreement and the fulfillment of Global Access or the Global Access Commitments), and (iii) without limiting the generality of the Agreement. Upon termination foregoing, shall not use the Confidential Information of the Disclosing Party for the research, development or commercialization of products, except as expressly provided herein. In addition, Confidential Information of a Party includes all “Confidential Information” as defined by and disclosed under the [ * ] (the “Prior Confidentiality Agreement”) (with the mutual understanding and agreement that any use or disclosure of such “Confidential Information” that is permitted under this Agreement shall not be a breach of the Prior Confidentiality Agreement). The Parties agree that the Prior Confidentiality Agreement is terminated as of the Effective Date. Except for disclosure to a Third Party under a similar duty of confidentiality as set forth herein, both Parties shall maintain the Results as Confidential Information through the applicable Patent Filing Period (as defined below), provided that at the end of the Publication Review Period all Results (regardless of whether or upon written request submitted by not previously disclosed or published) shall no longer be subject to any confidentiality provisions or Patent Filing Period and shall be deemed within Section 8.1(c)(v). (b) In the event that the Parties desire that Anacor Confidential Information be disclosed to the Foundation (including in the event of any examination or audit pursuant to Section 4.5(b) with respect to any Unrelated Anacor Audit Information), the Parties will enter a separate confidentiality agreement (not to exceed a [ * ] year term) related to such disclosure. Prior to performing any IP Analysis hereunder, the parties shall enter a confidentiality agreement or joint defense agreement related thereto. (c) Confidential Information of a Disclosing Party and Anacor Confidential Information shall not include any specific portion of information that the Recipient can show based on competent evidence: (i) was properly in the possession of the Recipient, without any restriction on use or disclosure, prior to receipt from the Disclosing Party, whichever comes first, or (ii) is in the Receiving Party shall return or destroy, public domain at the time it is disclosed to the Recipient or, after such disclosure, enters the public domain through no fault of the Recipient, or (iii) is properly obtained for use or disclosure by the Recipient from a Third Party who has the right to disclose same and who is under no direct or indirect confidentiality obligation to the Disclosing Party’s choiceParty with respect to such information, (iv) is independently developed by or on behalf of the Recipient by employees, all consultants, or agents of the Recipient who did not use or have access to any Confidential Information of the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, AVEVA shall not be required to return or destroy any such Confidential Information if such return or destruction is impracticable or technically infeasible. Except or (v) with respect to its AffiliatesResults, employees, contractorsis subsequent to the applicable Patent Filing Period for such portion of the Results, or agents who need to know Confidential Information in order to support the performance of such Party’s obligations related is subsequent to the Agreement, and who are contractually bound by confidentiality obligations that are at least as protective as those contained in the Agreement, neither Party shall, disclose to any person any Confidential Information received from the Disclosing Party without the Disclosing Party’s prior written consent. The Receiving Party will be responsible for any breach of this Section 5 (Confidentiality) by its Affiliates, employees, contractors, and agents and any third party to whom it discloses Confidential Information in accordance with this Section 5 (Confidentiality). For Confidential Information that does not constitute a “trade secret” under applicable law, these confidentiality obligations will expire three (3) years after the termination or expiration of the Agreement. For Confidential Information that constitutes a “trade secret” under applicable law, these confidentiality obligations will continue until such information ceases to constitute a “trade secret” under such applicable law. However, the Receiving Party may disclose Confidential Information pursuant to an order of a court or governmental agency, provided, that, if permitted by applicable law, the Receiving Party shall first notify the Disclosing Party of such order and afford the Disclosing Party the opportunity to seek a protective order relating to such disclosure. Notwithstanding anything to the contrary contained in this Agreement, Customer authorizes AVEVA to collect, use, disclose, and modify in perpetuity information or data (including, but not limited to, general usage information and measurements) that is provided by Customer in connection with the use or receipt of the Products and Support Services (or generated or created in the course of AVEVA providing the Products and Support Services) for the purposes of developing, improving, optimizing, and delivering Products and Support Services; provided, however, that any disclosure of such data shall only include information or data that AVEVA develops or derives from such collected data or information (but such disclosure will not include the actual underlying Confidential Information of Customer)Publication Review Period.

Confidentiality Obligations. Each Party or third party whose Recipient agrees to treat all Confidential Information has been disclosed retains ownership as confidential and as proprietary to Discloser for 2 years after the date of its Confidential Information. Each Party agrees to (i) protect disclosure and this survives the Confidential Information received from the Disclosing Party in the same manner as it protects the confidentiality expiration or termination of its own proprietary and confidential materials but in no event with less than reasonable care; and (ii) use the Confidential Information received from the Disclosing Party solely for the purpose of the this Agreement. Upon termination of the Agreement Except as explicitly authorized in writing by Discloser, Recipient agrees not to directly or upon written request submitted by the Disclosing Party, whichever comes first, the Receiving Party shall return or destroy, at the Disclosing Party’s choice, all of the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, AVEVA shall not be required to return or destroy any such Confidential Information if such return or destruction is impracticable or technically infeasible. Except with respect to its Affiliates, employees, contractorsindirectly disclose to, or agents who need to know Confidential Information discuss with anyone, or otherwise use in order to support the performance of such Party’s obligations related to the Agreement, and who are contractually bound by confidentiality obligations that are at least as protective as those contained in the Agreement, neither Party shall, disclose to any person manner any Confidential Information received from the Disclosing Party without the Disclosing Party’s prior written consent(orally or in writing, electronic or other medium) in whole or in part. The Receiving Party will be responsible for any breach of this Section 5 (Confidentiality) by its Affiliates, employees, contractors, and agents and any third party to whom it discloses Confidential Information in accordance with this Section 5 (Confidentiality). For Confidential Information that does not constitute a “trade secret” under applicable law, these confidentiality obligations will expire three (3) years after the termination or expiration of the Agreement. For Confidential Information that constitutes a “trade secret” under applicable law, these confidentiality obligations will continue until such information ceases to constitute a “trade secret” under such applicable law. However, the Receiving Party Recipient may disclose Confidential Information pursuant to an order its employees or agents or of its affiliates who have a court or governmental agencyneed to know such information to facilitate the purpose of this Agreement, provided, thatthat Recipient shall have first caused each such employee, if permitted agent or affiliate to be bound by applicable lawwritten confidentiality restrictions on not less strict terms as the Recipient is bound by in this Agreement. Recipient shall remain liable for the actions or omissions of the employee, agent or affiliate that constitute a violation of this Agreement. The above restrictions shall not apply to Confidential Information (i) after such time as it becomes publicly known through no act, omission or fault of Recipient; or (ii) that is already known by Recipient at the Receiving Party shall first time of disclosure, (iii) is independently developed by Recipient without use of the Confidential Information or (iv) that Recipient is legally required to disclose by statute, rule or regulation or in connection with any legal proceeding, provided that Recipient complies with the following: Recipient will immediately notify the Disclosing Party Discloser as soon as Recipient becomes aware that disclosure of such Confidential Information may be required in connection with a legal proceeding in order and afford the Disclosing Party the opportunity to seek give Discloser a reasonable period of time to obtain a protective order relating or similar right to such disclosurelimit or prohibit the disclosure or use of the Confidential Information. Notwithstanding anything As between the parties, all Confidential Information, whether written, or in electronic or other medium, belongs exclusively to the contrary contained in Discloser. Upon a party’s request, or upon termination of this Agreement, Customer authorizes AVEVA Recipient agrees to collect, use, disclose, promptly deliver to Discloser all originals and modify copies of all such Confidential Information in perpetuity information its control or data (including, but not limited to, general usage information possession or destroy and measurements) if requested certify in writing to Discloser that is provided by Customer in connection with the use or receipt of the Products and Support Services (or generated or created in the course of AVEVA providing the Products and Support Services) for the purposes of developing, improving, optimizing, and delivering Products and Support Services; provided, however, that any disclosure it has destroyed all intangible forms of such data shall only include information or data Confidential Information, except that AVEVA develops or derives from such collected data or information (but such disclosure will not include the actual underlying Confidential Information of Customer)Recipient may retain a copy for archival purposes.

Confidentiality Obligations. Each Party or (a) HNC and SSI hereby acknowledge and confirm that the Confidentiality Agreement has been reinstated and that any purported termination thereof prior to the date hereof is and has been waived and rescinded. (b) Following the Closing, the HNC Group shall, and covenants that HNC shall, and each of them shall cause its officers, directors, Affiliates, stockholders, members, consultants, agents and advisors to, keep confidential and not disclose to any third party whose any Confidential Information has been disclosed retains ownership in the possession or control of its any of them relating to the Schnitzer Business, whether such Person received such Confidential InformationInformation as a result of the negotiation, execution and performance of the Transaction Documents or the transactions contemplated thereby or otherwise. Each Party agrees to Nothing herein shall (i) protect the Confidential Information received limit any employee of any HNC Business from the Disclosing Party in the same manner as it protects the confidentiality of its own proprietary and confidential materials but in no event with less than reasonable care; and (ii) use the Confidential Information received from the Disclosing Party solely for the purpose of the Agreement. Upon termination of the Agreement or upon written request submitted by the Disclosing Party, whichever comes first, the Receiving Party shall return or destroy, at the Disclosing Party’s choice, all of the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, AVEVA shall not be required to return or destroy disclosing any such Confidential Information if such return or destruction is impracticable or technically infeasible. Except with respect to its Affiliates, employees, contractors, or agents who need to know Confidential Information in order to support the performance of such Party’s obligations related to the Agreement, and who are contractually bound by confidentiality obligations that are at least as protective as those contained in the Agreement, neither Party shall, disclose to any person any Confidential Information received from the Disclosing Party without the Disclosing Party’s prior written consent. The Receiving Party will be responsible for any breach of this Section 5 (Confidentiality) by its Affiliates, employees, contractors, and agents and any third party to whom it discloses Confidential Information in accordance with this Section 5 (Confidentiality). For Confidential Information that does not constitute a “trade secret” under applicable law, these confidentiality obligations will expire three (3) years after the termination or expiration of the Agreement. For Confidential Information that constitutes a “trade secret” under applicable law, these confidentiality obligations will continue until such information ceases to constitute a “trade secret” under such applicable law. However, the Receiving Party may disclose Confidential Information pursuant to an order of a court or governmental agency, provided, that, if permitted by applicable law, the Receiving Party shall first notify the Disclosing Party of such order and afford the Disclosing Party the opportunity to seek a protective order relating to such disclosure. Notwithstanding anything to the contrary contained in this Agreement, Customer authorizes AVEVA to collect, use, disclose, and modify in perpetuity information or data (including, but not limited to, general usage information and measurements) that is provided by Customer internally in connection with the use or receipt operation of the Products and Support Services HNC Business, (ii) limit the ability of any HNC Business to operate in any geographic region or generated market or created limit any person from performing his or her employment duties or other obligations to any HNC Business, (iii) permit the disclosure of Confidential Information to any Industry Partners (as defined in the course Confidentiality Agreement) other than in connection with the operation of AVEVA providing the Products HNC Business and Support Servicesso long as any such Industry Partner agrees to be bound by the obligations set forth in this Section 5.22(b), or (iv) for the purposes of developing, improving, optimizing, and delivering Products and Support Services; provided, however, that limit any disclosure of such data shall only include information or data that AVEVA develops or derives from such collected data or information (but such disclosure will not include the actual underlying Confidential Information in connection with any litigation relating to or arising out of Customer)any Transaction Document. (c) Following the Closing, SSI and JVOI shall, and shall cause its officers, directors, Affiliates, stockholders, consultants, agents or advisors to, keep confidential and not disclose to any third party any Confidential Information in the possession or control of any of them relating to the HNC Business, whether such Person received such Confidential Information as a result of the negotiation, execution and performance of the Transaction Documents or the transactions contemplated thereby or otherwise. Nothing herein shall (i) limit any employee of any Schnitzer Business from disclosing any such Confidential Information internally in connection with the operation of the Schnitzer Business, (ii) limit the ability of any Schnitzer Business to operate in any geographic region or market or limit any person from performing his or her employment duties or other obligations to any Schnitzer Business or (iii) limit any disclosure of Confidential Information in connection with any litigation relating to or arising out of any Transaction Document.

Confidentiality Obligations. Each Party or third party whose Confidential Information has been disclosed retains ownership of its Confidential Information. Each Party agrees to (i) protect the Confidential Information received from the Disclosing Party in the same manner as it protects the confidentiality of its own proprietary and confidential materials but in no event with less than reasonable care; and (ii) use the Confidential Information received from the Disclosing Party solely for the purpose of the Agreement. Upon termination of the Agreement or upon written request submitted by the Disclosing Party, whichever comes first, the Receiving Party shall return or destroy, at the Disclosing Party’s choice, all of the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, AVEVA shall not be required to return or destroy any such Confidential Information if such return or destruction is impracticable or technically infeasible. Except with respect to its Affiliates, employees, contractors, or agents who need to know Confidential Information in order to support the performance of such Party’s obligations related to the Agreement, and who are contractually bound by confidentiality obligations that are at least as protective as those contained in the Agreement, neither Party shall, disclose to any person any Confidential Information received from the Disclosing Party without the Disclosing Party’s prior written consent. The Receiving Party will be responsible for any breach of this Section 5 13 (Confidentiality) by its Affiliates, employees, contractors, and agents and any third party to whom it discloses Confidential Information in accordance with this Section 5 13 (Confidentiality). For Confidential Information that does not constitute a “trade secret” under applicable law, these confidentiality obligations will expire three (3) years after Notwithstanding the termination or expiration of the Agreement. For Confidential Information that constitutes a “trade secret” under applicable law, these confidentiality obligations will continue until such information ceases to constitute a “trade secret” under such applicable law. Howeverforegoing, the Receiving Party may disclose Confidential Information pursuant to an order of a court or governmental agency, provided, that, if permitted by applicable law, the Receiving Party shall first notify the Disclosing Party of such order and afford the Disclosing Party the opportunity to seek a protective order relating to such disclosure. Notwithstanding anything to the contrary contained in this Agreement, Customer authorizes AVEVA to collect, use, disclose, and modify in perpetuity information or data (including, but not limited to, general usage information and measurements) that is provided by Customer in connection with the use or receipt of the Products and Support Services (or generated or created in the course of AVEVA providing the Products and Support ServicesProducts) for the purposes of developing, improving, optimizing, and delivering Products and Support ServicesProducts; provided, however, that any disclosure of such data shall only include information or data that AVEVA develops or derives from such collected data or information (but such disclosure will not include the actual underlying Confidential Information of Customer). 13.

Confidentiality Obligations. Each Party or third party whose acknowledges that in the course of the performance of this Agreement, it may obtain the Confidential Information has been disclosed retains ownership of the other party. The Receiving Party (as defined in Section 1.7 "Confidential Information") shall at all times, both during the Term of this Agreement and thereafter, keep in confidence all of the Disclosing Party's (as defined herein) Confidential Information received by it. The Receiving Party shall not use the Confidential Information of the Disclosing Party other than as expressly permitted under the Terms of this Agreement or by a separate written agreement. The Receiving Party shall take all reasonable steps to prevent unauthorized disclosure or use of the Disclosing Party's Confidential Information and to prevent it from failing into the public domain or into the possession of unauthorized persons. The Receiving Party shall not disclose Confidential Information of the Disclosing Party to any person or entity other than its officers, employees and consultants who need access to such Confidential Information in order to effect the intent of this Agreement and who have entered into written confidentiality agreements with the Receiving Party which protects the Confidential Information of the Disclosing Party. The Receiving Party shall immediately give notice to the Disclosing Party of any unauthorized use or disclosure of Disclosing Party's Confidential Information. The Receiving Party agrees to assist the Disclosing Party in remedying such unauthorized use or disclosure of its Confidential Information. Each The foregoing obligations shall not apply to the extent that Confidential Information includes information which: 10.1.1 is already known to the Receiving Party agrees at the time of disclosure, which knowledge the Receiving Party shall have the burden of proving; 10.1.2 is, or, through no act or failure to (i) protect act of the Receiving Party, becomes publicly known; 10.1.3 is received by the Receiving Party from a third party without restriction on disclosure; 10.1.4 is independently developed by the Receiving Party without reference to the Confidential Information received from the Disclosing Party in the same manner as it protects the confidentiality information of its own proprietary and confidential materials but in no event with less than reasonable care; and (ii) use the Confidential Information received from the Disclosing Party solely for the purpose of the Agreement. Upon termination of the Agreement or upon written request submitted by the Disclosing Party, whichever comes first, which independent development the Receiving Party shall return or destroy, at will have the Disclosing Party’s choice, all burden of proving; 10.1.5 is approved for release by written authorization of the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, AVEVA shall not be required to return or destroy any such Confidential Information if such return or destruction is impracticable or technically infeasible. Except with respect to its Affiliates, employees, contractors, or agents who need to know Confidential Information in order to support the performance of such Party’s obligations related to the Agreement, and who are contractually bound by confidentiality obligations that are at least as protective as those contained in the Agreement, neither Party shall, disclose to any person any Confidential Information received from the Disclosing Party without the Disclosing Party’s prior written consent. The Receiving Party will be responsible for any breach of this Section 5 (Confidentiality) by its Affiliates, employees, contractors, and agents and any third party to whom it discloses Confidential Information in accordance with this Section 5 (Confidentiality). For Confidential Information that does not constitute a “trade secret” under applicable law, these confidentiality obligations will expire three (3) years after the termination or expiration of the Agreement. For Confidential Information that constitutes a “trade secret” under applicable law, these confidentiality obligations will continue until such information ceases to constitute a “trade secret” under such applicable law. However, the Receiving Party may disclose Confidential Information pursuant to an order of a court or governmental agency, provided, that, if permitted by applicable law, the Receiving Party shall first notify the Disclosing Party of such order and afford the Disclosing Party the opportunity to seek a protective order relating to such disclosure. Notwithstanding anything to the contrary contained in this Agreement, Customer authorizes AVEVA to collect, use, disclose, and modify in perpetuity information or data (including, but not limited to, general usage information and measurements) that is provided by Customer in connection with the use or receipt of the Products and Support Services (or generated or created in the course of AVEVA providing the Products and Support Services) for the purposes of developing, improving, optimizing, and delivering Products and Support Services; provided, however, that any disclosure of such data shall only include information or data that AVEVA develops or derives from such collected data or information (but such disclosure will not include the actual underlying Confidential Information of Customer).or

Confidentiality Obligations. Each (a) Subject to the provisions of clauses (b), (c) and (d) below, at all times during the Term and for seven (7) years following the expiration or termination thereof, the Receiving Party or third party whose Confidential Information has been disclosed retains ownership of its Confidential Information. Each Party agrees to (i) protect the Confidential shall keep completely confidential and shall not publish or otherwise disclose any Proprietary Information received from the Disclosing Party in the same manner as furnished to it protects the confidentiality of its own proprietary and confidential materials but in no event with less than reasonable care; and (ii) use the Confidential Information received from the Disclosing Party solely for the purpose of the Agreement. Upon termination of the Agreement or upon written request submitted by the Disclosing Party, whichever comes first, except to those of the Receiving Party’s Representatives or Affiliates to perform such Party’s obligations hereunder (and who shall be advised of the Receiving Party’s obligations hereunder and who are bound by confidentiality obligations with respect to such Proprietary Information no less onerous than those set forth in this Agreement) and (ii) shall not use Proprietary Information of the Disclosing Party directly or indirectly for any purpose other than performing its obligations or exercising its rights hereunder. The Receiving Party shall return or destroy, at be jointly and severally liable for any breach by any of its Representatives of the Disclosing restrictions set forth in this Agreement. (b) The Receiving Party’s choice, all obligations set forth in this Agreement shall not extend to any Proprietary Information of the Disclosing Party’s Confidential Information. Notwithstanding : (i) that is or hereafter becomes part of the foregoingpublic domain by public use, AVEVA shall not be required to return publication, general knowledge or destroy the like through no wrongful act, fault or negligence on the part of a Receiving Party or its Representatives or Affiliates; (ii) that is received from a Third Party without restriction and without breach of any agreement between such Third Party and the Disclosing Party; *** Certain Confidential Information if such return Omitted - 42 - (iii) that the Receiving Party can demonstrate by competent evidence was already in its possession without any limitation on use or destruction is impracticable or technically infeasible. Except with respect disclosure prior to its Affiliates, employees, contractors, or agents who need receipt from the Disclosing Party; (iv) that is generally made available to know Confidential Information in order to support the performance of such Party’s obligations related to the Agreement, and who are contractually bound Third Parties by confidentiality obligations that are at least as protective as those contained in the Agreement, neither Party shall, disclose to any person any Confidential Information received from the Disclosing Party without restriction on disclosure; or (v) that the Receiving Party can demonstrate by competent evidence was independently developed by the Receiving Party without reference to the Proprietary Information of the Disclosing Party’s prior written consent. The Receiving Party will be responsible for any breach of this Section 5 . (Confidentialityc) by its Affiliates, employees, contractors, and agents and any third party to whom it discloses Confidential Information in accordance with this Section 5 (Confidentiality). For Confidential Information that does not constitute a “trade secret” under applicable law, these confidentiality obligations will expire three (3) years after the termination or expiration of the Agreement. For Confidential Information that constitutes a “trade secret” under applicable law, these confidentiality obligations will continue until such information ceases to constitute a “trade secret” under such applicable law. However, the Receiving Each Party may disclose Confidential Proprietary Information pursuant to an the extent that such disclosure is: (i) made in response to a valid order of a court of competent jurisdiction or other governmental agency, provided, that, if permitted by applicable law, the Receiving Party shall first notify the Disclosing Party body of such order and afford the Disclosing Party the opportunity to seek a protective order relating to such disclosure. Notwithstanding anything to the contrary contained in this Agreement, Customer authorizes AVEVA to collect, use, disclose, and modify in perpetuity information country or data (including, but not limited to, general usage information and measurements) that is provided by Customer in connection with the use or receipt any political subdivision thereof of the Products and Support Services (or generated or created in the course of AVEVA providing the Products and Support Services) for the purposes of developing, improving, optimizing, and delivering Products and Support Servicescompetent jurisdiction; provided, however, that any disclosure the Receiving Party shall first have given notice to the Disclosing Party and given the Disclosing Party a reasonable opportunity to quash such order and to obtain a protective order requiring that the Proprietary Information and/or documents that are the subject of such data order be held in confidence by such court or governmental body or, if disclosed, be used only for the purposes for which the order was issued; and provided further that if a disclosure order is not quashed or a protective order is not obtained, the Proprietary Information disclosed in response to such court or governmental order shall only include be limited to that information which is legally required to be disclosed in such response to such court or data governmental order; (ii) otherwise required by law or regulation, including the rules and regulations of any securities authority or stock exchange on which such Party’s or its Affiliate’s securities are traded, as determined in good faith by counsel for the Receiving Party and acting in accordance with Section 10.10; (iii) made in connection with the filing or prosecution of patent rights as permitted by this Agreement; (iv) made in connection with the enforcement of such Party’s rights under this Agreement and in performing its obligations under this Agreement; (v) made in connection with the prosecution or defense of litigation as permitted by this Agreement; (vi) made to Affiliates, actual and potential licensees and sublicensees, employees, consultants or agents of the Receiving Party who have a need to know such information in order for the Receiving Party to exercise its rights or fulfill its obligations under this Agreement, provided, in each case, that AVEVA develops any such Affiliate, actual or derives from such collected data potential licensee or information (but such disclosure will not include the actual underlying sublicensee, employee, consultant or agent agrees to *** Certain Confidential Information Omitted - 43 - be bound by terms of Customer)confidentiality and non-use comparable in scope to those set forth herein; and (vii) made to Third Parties in connection with due diligence or similar investigations by such Third Parties, and disclosure to potential Third Party investors in confidential financing documents, provided, in each case, that any such Third Party agrees to be bound by reasonable obligations of confidentiality and non-use; and (viii) with respect to disclosure by Flexion, made to Regulatory Authorities in connection with obtaining and maintaining any Marketing Authorization. (d) The Parties rights and obligations regarding the filing of this Agreement with any securities authority or with any stock exchange on which securities issued by a Party or its Affiliate are traded are set forth in Section 10.10. (e) Subject to Patheon’s obligations with any Regulatory Authority, upon expiration or termination of this Agreement, each Party, at the request of the other, shall return all data, files, records and other materials in its possession or control containing or comprising the other Party’s Proprietary Information; provided that each Party may retain a copy of any Proprietary Information of the other Party required in order to permit a Party to exercise its rights pursuant to clause (c) above.

Confidentiality Obligations. Each Party or third party whose Confidential Information has been disclosed retains ownership of its Confidential Information. Each Party agrees to (i) protect During the Confidential Information received from the Disclosing Party in the same manner as it protects the confidentiality of its own proprietary Term and confidential materials but in no event with less than reasonable care; and (ii) use the Confidential Information received from the Disclosing Party solely for the purpose of the Agreement. Upon termination of the Agreement or upon written request submitted by the Disclosing Party, whichever comes first, the Receiving Party shall return or destroy, at the Disclosing Party’s choice, all of the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, AVEVA shall not be required to return or destroy any such Confidential Information if such return or destruction is impracticable or technically infeasible. Except with respect to its Affiliates, employees, contractors, or agents who need to know Confidential Information in order to support the performance of such Party’s obligations related to the Agreement, and who are contractually bound by confidentiality obligations that are at least as protective as those contained in the Agreement, neither Party shall, disclose to any person any Confidential Information received from the Disclosing Party without the Disclosing Party’s prior written consent. The Receiving Party will be responsible for any breach of this Section 5 (Confidentiality) by its Affiliates, employees, contractors, and agents and any third party to whom it discloses Confidential Information in accordance with this Section 5 (Confidentiality). For Confidential Information that does not constitute a “trade secret” under applicable law, these confidentiality obligations will expire three (3) years after from the termination or expiration date of Disclosure, the receiving Party undertakes and shall cause, its officers, directors and other employees and agents (including the Institution Principal Investigator and the Institution Researchers if Institution is the receiving Party) to, (a) use reasonable efforts, but no less than the efforts used to protect its own confidential information, (b) use the same degree it uses to protect its own information of a similar nature, to keep secret and maintain the Confidential Information confidential, other than the receiving Party’s rights to share such Confidential Information solely according to provisions of the Agreement. For Research Plan, and (c) to exercise all reasonable precautions to prevent unauthorized access to the Confidential Information that constitutes a “trade secret” under applicable law, these confidentiality obligations will continue until such information ceases to constitute a “trade secret” under such applicable lawreceived by the receiving Party. However, the Receiving Each receiving Party may disclose Confidential Information pursuant to an its employees, agents, consultants, advisors, affiliated investigators or other representatives, including but not limited to legal counsel and accountants, provided that such individuals (i) have reasonable need to know the information for the advancement of the Research Plan, and (ii) are advised of and are, by written agreement and/or by virtue of their employment status or affiliation with the receiving Party under obligation, and/or understand the terms of the Agreement and agree to maintain the non-disclosure and use restrictions set forth in this Agreement (each, a “Representative”). Each receiving Party shall be responsible for the compliance of their Representatives with the terms of this Agreement and any breach thereof. Each receiving Party agrees to use or copy the Confidential Information it has received solely for the Research Plan as set forth in this Agreement and not to use the Confidential Information for any other purpose. Each receiving Party shall, to the extent reasonably practicable and legally permissible, (1) promptly notify the disclosing Party upon becoming aware of any court order or other legal requirement that purports to compel disclosure of a court any Confidential Information of the disclosing Party and (2) shall not prevent the disclosing Party, at disclosing Party’s request and expense, from seeking to protect the confidentiality of the Confidential Information before any tribunal or governmental agency. It is acknowledged that Confidential Information may be required to be disclosed under the Washington State Public Records Act, provided, that, if permitted by applicable law, the Receiving RCW 42.56 et seq. The receiving Party shall first notify use reasonable efforts to furnish no more than the Disclosing Party minimal portion legally required to be disclosed and disclosure under this provision shall not otherwise affect the confidential status of such order and afford the Disclosing Party the opportunity disclosing Party’s Information pursuant to seek a protective order relating to such disclosure. Notwithstanding anything to the contrary contained in this Agreement, Customer authorizes AVEVA to collect, use, disclose, and modify in perpetuity information or data (including, but not limited to, general usage information and measurements) that is provided by Customer in connection with the use or receipt of the Products and Support Services (or generated or created in the course of AVEVA providing the Products and Support Services) for the purposes of developing, improving, optimizing, and delivering Products and Support Services; provided, however, that any disclosure of such data shall only include information or data that AVEVA develops or derives from such collected data or information (but such disclosure will not include the actual underlying Confidential Information of Customer).

Confidentiality Obligations. Confidential Information means a party’s proprietary or confidential information designated in writing as such or that by nature of the circumstances surrounding the disclosure ought to, in good faith, be treated as proprietary or confidential, including the Services and any trade secrets contained therein. Each Party party agrees (a) that during the course or its performance of its Agreement it may have access to or be provided with Confidential Information of the other party; (b) that the Confidential Information of the other shall remain the property of the other, that such Confidential Information is made available on a limited use basis solely in connection with this Agreement and that such Confidential Information shall be disclosed only to authorized employees and agents; (c) that it will advise its employees to whom the information is disclosed of their obligations under this agreement (d) that it will not sell, disclose or otherwise make available any such Confidential Information, in whole or in part, to any third party whose without the prior written consent of the other party; (e) that it will not use such Confidential Information has been disclosed retains ownership except pursuant to this Agreement; and (f) that it will use the same degree of care it uses for its own confidential information, but in no case less than a reasonable degree of care, to prevent disclosure of such Confidential Information to any unauthorized person. Furthermore, Customer acknowledges and agrees that the existence of this Agreement (including any Exhibits attached hereto) and its terms and conditions shall be considered Confidential Information. Each Party agrees At no time and for any reason shall the terms and conditions of this Agreement (including any Exhibits attached hereto) be revealed to (i) protect any third party without the Confidential Information received from the Disclosing Party in the same manner as it protects the confidentiality express prior written consent of its own proprietary and confidential materials but in no event with less than reasonable care; and (ii) use the Confidential Information received from the Disclosing Party solely for the purpose of the AgreementCardtronics. Upon termination of this Agreement, all copies of Confidential Information shall be returned to the Agreement owner thereof. The restrictions under this Section shall not apply to information that: (i) is or upon becomes publicly known through no wrongful act of the party receiving the Confidential Information; or (ii) becomes known to a party without confidential or proprietary restriction from a source other than the disclosing party; or (iii) a party can show by written request submitted records was in its possession prior to disclosure by the Disclosing Party, whichever comes first, the Receiving Party shall return or destroy, at the Disclosing Party’s choice, all of the Disclosing Party’s Confidential Informationother party. Notwithstanding the foregoing, AVEVA shall not be required If a party is legally compelled to return or destroy any such Confidential Information if such return or destruction is impracticable or technically infeasible. Except with respect to its Affiliates, employees, contractors, or agents who need to know Confidential Information in order to support the performance of such Party’s obligations related to the Agreement, and who are contractually bound by confidentiality obligations that are at least as protective as those contained in the Agreement, neither Party shall, disclose to any person any Confidential Information received from the Disclosing Party without the Disclosing Party’s prior written consent. The Receiving Party it will be responsible for any breach of this Section 5 (Confidentiality) by its Affiliates, employees, contractors, and agents and any third entitled to do so provided it gives the other party to whom it discloses Confidential Information in accordance with this Section 5 (Confidentiality). For Confidential Information that does not constitute a “trade secret” under applicable law, these confidentiality obligations will expire three (3) years after the termination or expiration of the Agreement. For Confidential Information that constitutes a “trade secret” under applicable law, these confidentiality obligations will continue until such information ceases to constitute a “trade secret” under such applicable law. However, the Receiving Party may disclose Confidential Information pursuant to an order of a court or governmental agency, provided, that, if permitted by applicable law, the Receiving Party shall first notify the Disclosing Party of such order and afford the Disclosing Party the opportunity to seek a protective order relating to such disclosure. Notwithstanding anything to the contrary contained in this Agreement, Customer authorizes AVEVA to collect, use, disclose, and modify in perpetuity information or data (including, but not limited to, general usage information and measurements) that is provided by Customer in connection with the use or receipt of the Products and Support Services (or generated or created in the course of AVEVA providing the Products and Support Services) for the purposes of developing, improving, optimizing, and delivering Products and Support Services; provided, however, that any disclosure of such data shall only include information or data that AVEVA develops or derives from such collected data or information (but such disclosure will not include the actual underlying Confidential Information of Customer)prompt notice.

Confidentiality Obligations. Each Party or third party whose Confidential Information has been disclosed retains ownership of its Confidential Information. Each Party agrees to (i) protect the Confidential Information received from the Disclosing Party in the same manner as it protects the confidentiality of its own proprietary and confidential materials but in no event with less than reasonable care; and (ii) use the Confidential Information received from the Disclosing Party solely for the purpose of the Agreement. Upon termination of the Agreement or upon written request submitted by the Disclosing Party, whichever comes first, the Receiving Party shall return or destroy, at the Disclosing Party’s 's choice, all of the Disclosing Party’s 's Confidential Information. Notwithstanding the foregoing, AVEVA <Kindly enter Company name>. shall not be required to return or destroy any such Confidential Information if such return or destruction is impracticable or technically infeasible. Except with respect to its Affiliates, employees, contractors, or agents who need to know Confidential Information in order to support the performance of such Party’s 's obligations related to the Agreement, and who are contractually bound by confidentiality obligations that are at least as protective as those contained in the Agreement, neither Party shall, disclose to any person any Confidential Information received from the Disclosing Party without the Disclosing Party’s 's prior written consent. The Receiving Party will be responsible for any breach of this Section 5 (Confidentiality) by its Affiliates, employees, contractors, and agents and any third party to whom it discloses Confidential Information in accordance with this Section 5 (Confidentiality). For Confidential Information that does not constitute a “"trade secret” " under applicable law, these confidentiality obligations will expire three (3) years after the termination or expiration of the Agreement. For Confidential Information that constitutes a “"trade secret” " under applicable law, these confidentiality obligations will continue until such information ceases to constitute a “"trade secret” " under such applicable law. However, the Receiving Party may disclose Confidential Information pursuant to an order of a court or governmental agency, provided, that, if permitted by applicable law, the Receiving Party shall first notify the Disclosing Party of such order and afford the Disclosing Party the opportunity to seek a protective order relating to such disclosure. Notwithstanding anything to the contrary contained in this Agreement, Customer authorizes AVEVA <Kindly enter Company name>. to collect, use, disclose, and modify in perpetuity information or data (including, but not limited to, general usage information and measurements) that is provided by Customer in connection with the use or receipt of the Products and Support Services (or generated or created in the course of AVEVA <Kindly enter Company name>. providing the Products and Support ServicesProducts) for the purposes of developing, improving, optimizing, and delivering Products and Support ServicesProducts; provided, however, that any disclosure of such data shall only include information or data that AVEVA <Kindly enter Company name>. develops or derives from such collected data or information (but such disclosure will not include the actual underlying Confidential Information of Customer).

Confidentiality Obligations. Each Party or third party whose Confidential Information has been disclosed retains ownership of its Confidential Information. Each 2.1 The Receiving Party agrees to (i) protect that it shall keep the Confidential Information received from strictly confidential and treat it with the same degree of care it extends to its own confidential information, and shall not directly or indirectly disclose or distribute any Confidential Information (whether in whole or in part) or otherwise make it available to any person in any manner whatsoever (including by means of photocopy, reproduction or electronic media) without the prior written consent of the Disclosing Party (which may be withheld in the same manner as it protects the confidentiality of its own proprietary and confidential materials but in no event with less than reasonable care; and (ii) use the Confidential Information received from the Disclosing Party solely for the purpose of the Agreement. Upon termination of the Agreement or upon written request submitted by the Disclosing Party, whichever comes first, the Receiving Party shall return or destroy, at the Disclosing Party’s choice, all of absolute discretion) other than as permitted under this Agreement. The Receiving Party shall be entitled to disclose the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, AVEVA shall not be required to return or destroy any such Confidential Information if such return or destruction is impracticable or technically infeasible. Except with respect to its Affiliates, employees, contractors, or agents who need to know Confidential Information in order to support the performance of such Party’s obligations related to the Agreement, and who are contractually bound by confidentiality obligations that are at least as protective as those contained in the Agreement, neither Party shall, disclose to any person any Confidential Information received from the Disclosing Party without the Disclosing Party’s prior written consentconsent to employees, officers, directors, contractors and advisers of the Receiving Party or its Affiliate, only to the extent that they have a clear and strict need to access the Confidential Information in respect of the relevant Purpose (such persons collectively, the “Authorised Recipients”). Prior to making any disclosure of Confidential Information as permitted under clause 2.2, the Receiving Party shall procure that each Authorised Recipient is made aware (in advance of the disclosure) of the terms of this Agreement, and ensure that each Authorised Recipient is bound by professional confidentiality or subject to confidentiality obligations no less onerous than contained in this Agreement. The Receiving Party will shall ensure that each Authorised Recipient complies with the terms of this Agreement as though it were a party hereto and shall procure the adherence of such person to the terms of this Agreement. The Receiving Party shall be responsible for any breach of this Section 5 (Confidentiality) obligation by its Affiliates, employees, contractors, and agents and any third party Authorised Recipient. The Receiving Party agrees to whom it discloses use the Confidential Information in accordance with this Section 5 (Confidentiality)solely for the relevant Purpose and not for any other purpose. For Confidential Information that does not constitute a “trade secret” under applicable law, these confidentiality obligations will expire three (3) years after the termination or expiration of the Agreement. For Confidential Information that constitutes a “trade secret” under applicable law, these confidentiality obligations will continue until such information ceases to constitute a “trade secret” under such applicable law. However, the Receiving Party may disclose Confidential Information pursuant to an order of a court or governmental agency, provided, that, if permitted by applicable law, the The Receiving Party shall first keep the Confidential Information securely and properly protected against theft, damage, loss and unauthorised access (including access by electronic means). The Receiving Party shall notify the Disclosing Party immediately upon becoming aware that any Confidential Information has been disclosed to or obtained by a third party in breach of such order and afford this Agreement. This Agreement shall terminate automatically upon the Disclosing Party date that is five (5) years from the opportunity date of this Agreement. This Agreement may also be terminated by mutual agreement of the Parties. The confidentiality obligations under this Agreement shall survive the termination of this Agreement for a period of two (2) years from the date of termination. Any termination shall not affect any provision of this Agreement which expressly or by implication is intended to seek a protective order relating to such disclosure. Notwithstanding anything to the contrary contained come into or continue in force on or after termination of this Agreement, Customer authorizes AVEVA to collect, use, disclose, and modify in perpetuity information or data (including, but not limited to, general usage information and measurements) that is provided by Customer in connection with the use or receipt of the Products and Support Services (or generated or created in the course of AVEVA providing the Products and Support Services) for the purposes of developing, improving, optimizing, and delivering Products and Support Services; provided, however, that any disclosure of which shall survive such data shall only include information or data that AVEVA develops or derives from such collected data or information (but such disclosure will not include the actual underlying Confidential Information of Customer)termination.

Confidentiality Obligations. Each Party or third party whose receiving Confidential Information has been disclosed retains ownership (the “Receiving Party”) of its Confidential Information. Each Party agrees to the other party (the “Disclosing Party”) shall (i) protect the Confidential Information received from the Disclosing Party in the same manner as it protects maintain the confidentiality of the Disclosing Party’s Confidential Information using the same degree of care it uses to protect its own proprietary and confidential materials Confidential Information of a similar nature, but in no event with less than a reasonable standard of care; and : (ii) not use the Confidential Information received from the Disclosing Party solely for the purpose of the Agreement. Upon termination of the Agreement or upon written request submitted by the Disclosing Party, whichever comes first, the Receiving Party shall return or destroy, at the Disclosing Party’s choiceConfidential Information for any purpose other than to perform its obligations and exercise its rights under this Agreement; and (iii) shall limit the disclosure of the Disclosing Party’s Confidential Information only to those of its employees, agents and subcontractors having a need to know such information in order for the Receiving Party to fulfill its obligations under this Agreement; provided that any disclosure to any third party agent or subcontractor shall only be made pursuant to a written confidentiality agreement that contains confidentiality obligations consistent in material respects with those set forth in this Agreement. The Receiving Party agrees to take all actions reasonably necessary to prevent unauthorized use or disclosure of the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, AVEVA The Receiving Party shall not be required to return or destroy any such Confidential Information if such return or destruction is impracticable or technically infeasible. Except with respect to its Affiliates, employees, contractors, or agents who need to know Confidential Information in order to support the performance of such Party’s obligations related to the Agreement, and who are contractually bound by confidentiality obligations that are at least as protective as those contained in the Agreement, neither Party shall, disclose to any person any Confidential Information received from the Disclosing Party without the Disclosing Party’s prior written consent. The Receiving Party will be responsible for any breach of this Section 5 (Confidentiality) by its Affiliates, employees, contractors, and agents and any third party to whom it discloses Confidential Information in accordance with its possession to the Disclosing Party within a reasonable time after (a) the Disclosing Party’s written demand therefor, or (b) the expiration or termination of this Section 5 (Confidentiality)Agreement. For If the Receiving Party discovers that Confidential Information that does not constitute a “trade secret” under applicable law, these confidentiality obligations will expire three (3) years after the termination or expiration of the Disclosing Party has been used, disseminated or published in violation of this Agreement. For Confidential Information that constitutes a “trade secret” under applicable law, these confidentiality obligations will continue until such information ceases to constitute a “trade secret” under such applicable law. However, the Receiving Party may disclose Confidential Information pursuant to an order of a court or governmental agency, provided, that, if permitted by applicable law, the Receiving Party shall first will promptly notify the Disclosing Party in writing, take all reasonable action to minimize the impact of such order the use, dissemination or publication, and afford take reasonable steps to prevent any recurrence. All Confidential Information of the Disclosing Party remains the opportunity to seek a protective order relating to such disclosure. Notwithstanding anything to the contrary contained in this Agreement, Customer authorizes AVEVA to collect, use, disclose, and modify in perpetuity information or data (including, but not limited to, general usage information and measurements) that is provided by Customer in connection with the use or receipt property of the Products and Support Services (or generated or created in the course of AVEVA providing the Products and Support Services) for the purposes of developing, improving, optimizing, and delivering Products and Support Services; provided, however, that Disclosing Party. Neither this Agreement nor any disclosure of such data shall only include information hereunder grants the Receiving Party any right or data that AVEVA develops license under any trademark, copyright or derives from such collected data patent now or information (but such disclosure will not include hereafter owned or controlled by the actual underlying Confidential Information of Customer)Disclosing Party except as may be expressly set forth herein.

Confidentiality Obligations. Each Party or third party whose agrees to take all measures reasonably required in order to maintain the confidentiality of all Confidential Information has been disclosed retains ownership of in its Confidential Information. Each Party agrees possession or control, which will in no event be less than the measures used to (i) protect the Confidential Information received from the Disclosing Party in the same manner as it protects maintain the confidentiality of its own proprietary information of equal importance. It is understood and confidential materials but in no event with less than reasonable care; agreed that a Recipient may use and (ii) use the disclose Confidential Information received from the a Disclosing Party solely for the purpose purposes of exercising the Recipient's rights and performing its obligations under this Agreement. Upon termination It is further understood and agreed that the parties may disclose the terms and conditions of this Agreement to their respective actual and potential investors, attorneys, financial advisors, accountants, collaborators, business partners, employees and contractors who are bound by written agreements with the Agreement or upon written request submitted by Recipient to maintain the Disclosing Party, whichever comes first, the Receiving Party shall return or destroy, at the Disclosing Party’s choice, all Confidential Information of the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, AVEVA shall not be required to return Party in confidence or destroy any such Confidential Information if such return or destruction is impracticable or technically infeasible. Except with respect to its Affiliates, employees, contractors, or agents who need to know Confidential Information in order to support the performance are otherwise under obligations of such Party’s obligations related confidentiality to the Agreement, and who are contractually bound by confidentiality obligations that are at least as protective as those contained in the Agreement, neither Party shall, disclose to any person any Confidential Information received from the Disclosing Party without the Disclosing Party’s prior written consent. The Receiving Party will be responsible for any breach of this Section 5 Recipient (Confidentiality) by its Affiliates, employees, contractors, and agents and any third party to whom it discloses Confidential Information in accordance with this Section 5 (Confidentiality). For Confidential Information that does not constitute a “trade secret” under applicable law, these confidentiality obligations will expire three (3) years after the termination or expiration of the Agreement. For Confidential Information that constitutes a “trade secret” under applicable law, these confidentiality obligations will continue until such information ceases to constitute a “trade secret” under such applicable law. Howevercollectively, the Receiving Party may disclose Confidential Information pursuant to an order of a court or governmental agency, provided, that, if permitted by applicable law, the Receiving Party shall first notify the Disclosing Party of such order and afford the Disclosing Party the opportunity to seek a protective order relating to such disclosure. Notwithstanding anything to the contrary contained in this Agreement, Customer authorizes AVEVA to collect, use, disclose, and modify in perpetuity information or data (including, but not limited to, general usage information and measurements) that is provided by Customer in connection with the use or receipt of the Products and Support Services (or generated or created in the course of AVEVA providing the Products and Support Services) for the purposes of developing, improving, optimizing, and delivering Products and Support Services"Representatives"); provided, however, that the Recipient shall be liable for any unauthorized disclosure of by such data shall only include information or data that AVEVA develops or derives from such collected data or information (but such disclosure will not include the actual underlying Representatives. The parties also may disclose Confidential Information of Customerthe other party in the course of prosecuting or defending litigation, complying with applicable governmental regulations or submitting information to tax or other governmental authorities, provided that if a party is required to make any such disclosure of another party's Confidential Information, to the extent it may legally do so, it will give reasonable advance notice to the latter party of such disclosure and will use diligent efforts to secure confidential treatment of such Confidential Information prior to its disclosure (whether through protective orders or otherwise). Without limiting the foregoing sentence, the parties agree that either party may file this Agreement as an exhibit to a registration statement filed under the Securities Act of 1933, or a periodic report filed under the Securities Exchange Act of 1934, so long as the party so filing this Agreement exercises its reasonable efforts to seek confidential treatment regarding the financial terms of this Agreement.

Confidentiality Obligations. Each Party or third party whose Confidential Information has been disclosed retains ownership of its Confidential Information. Each Party agrees to (i) protect the HanX and Onconova shall keep all Confidential Information received from or on behalf of the Disclosing other Party in with the same manner as degree of care with which it protects maintains the confidentiality of its own proprietary and confidential materials Confidential Information, but in all cases no event with less than a reasonable degree of care; and (ii) . Neither Party shall use the such Confidential Information received from for any purpose other than in performance of this Agreement or disclose the Disclosing same to any other Person other than to such of its and its Affiliates’ directors, managers, employees, independent contractors, agents or consultants, potential or actual sublicensees, acquiror, investors and other business partners who have a need to know such Confidential Information to implement the terms of this Agreement or enforce its rights under this Agreement; provided, however, that a Receiving Party solely for the purpose shall advise any of its and its Affiliates’ directors, managers, employees, independent contractors, agents or consultants, potential or actual sublicensees, acquiror, investors and other business partners who receives such Confidential Information of the Agreement. Upon termination confidential nature thereof and of the obligations contained in this Agreement or upon written request submitted by the Disclosing Partyrelating thereto, whichever comes first, and the Receiving Party shall return or destroyensure (including, at in the Disclosing case of a Third Party’s choice, all by means of the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, AVEVA shall not be required to return or destroy any a written agreement with such Confidential Information if such return or destruction is impracticable or technically infeasible. Except with respect to its Affiliates, employees, contractors, or agents who need to know Confidential Information in order to support the performance of such Party’s obligations related to the Agreement, and who are contractually bound by confidentiality obligations that are Third Party having terms at least as protective as those contained in the Agreementthis Article 12) that all such directors, neither Party shall, disclose to any person any Confidential Information received from the Disclosing Party without the Disclosing Party’s prior written consent. The Receiving Party will be responsible for any breach of this Section 5 (Confidentiality) by its Affiliatesmanagers, employees, independent contractors, agents or consultants, potential or actual sublicensees, acquiror, investors and agents and any third party to whom it discloses Confidential Information in accordance other business partners comply with such obligations. Upon termination of this Section 5 (Confidentiality). For Confidential Information that does not constitute a “trade secret” under applicable law, these confidentiality obligations will expire three (3) years after the termination or expiration of the Agreement. For Confidential Information that constitutes a “trade secret” under applicable law, these confidentiality obligations will continue until such information ceases to constitute a “trade secret” under such applicable law. However, the Receiving Party may disclose Confidential Information pursuant to an order of a court or governmental agency, provided, that, if permitted by applicable law, the Receiving Party shall first notify return or destroy all documents, tapes or other media containing Confidential Information of the Disclosing Party that remain in the possession of such order and afford the Receiving Party or its directors, managers, employees, independent contractors, agents or consultants, except that the Receiving Party may keep one copy of the Confidential Information in the legal department files of the Receiving Party, solely for archival purposes. Such archival copy shall be deemed to be the property of the Disclosing Party the opportunity Party, and shall continue to seek a protective order relating to such disclosure. Notwithstanding anything be subject to the contrary contained provisions of this Article 12. It is understood that receipt of Confidential Information under this Agreement will not limit the Receiving Party from assigning its employees to any particular job or task in any way it may choose, subject to the terms and conditions of this Agreement, Customer authorizes AVEVA to collect, use, disclose, and modify in perpetuity information or data (including, but not limited to, general usage information and measurements) that is provided by Customer in connection with the use or receipt of the Products and Support Services (or generated or created in the course of AVEVA providing the Products and Support Services) for the purposes of developing, improving, optimizing, and delivering Products and Support Services; provided, however, that any disclosure of such data shall only include information or data that AVEVA develops or derives from such collected data or information (but such disclosure will not include the actual underlying Confidential Information of Customer).

Confidentiality Obligations. Each The receiving Party or third party whose Confidential Information has been disclosed retains ownership of its Confidential Information. Each Party agrees to (i"RECIPIENT") protect will hold the Confidential Information received from the Disclosing Party in the same manner as it protects the confidentiality of its own proprietary and confidential materials but in no event with less than reasonable care; and (ii) use the Confidential Information received from the Disclosing Party solely for the purpose of the Agreement. Upon termination of the Agreement disclosing Party ("PROVIDER") in strict confidence and, except as set forth herein or upon written request submitted by the Disclosing Partyallowed under Section 9.2, whichever comes firstwill not disclose, the Receiving Party shall return provide, or destroy, at the Disclosing Party’s choice, all of the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, AVEVA shall not be required to return or destroy any otherwise make available such Confidential Information if such return or destruction is impracticable or technically infeasible. Except with respect to its Affiliates, employees, contractors, or agents any person other than Recipient's employees and independent contractors who need to know have access to such Confidential Information in order for the Recipient to support exercise its rights or perform its obligations under this Mexicali Agreement. The Recipient will inform each such employee and independent contractor of the performance of such Party’s Recipient's confidentiality obligations related to the under this Mexicali Agreement, and who are contractually bound by confidentiality obligations will ensure that are at least as protective as those contained in each such employee and independent contractor has signed a non-disclosure agreement containing terms no less restrictive than the Agreement, neither Party shall, disclose to any person any Confidential Information received from the Disclosing Party without the Disclosing Party’s prior written consentterms of this Section 9. The Receiving Each Party will be responsible liable for any breach of this Section 5 (Confidentiality) 9.1 by any of its Affiliates, employees, employees or independent contractors, and agents and any third party to whom it discloses . The Recipient will use the Provider's Confidential Information solely to exercise its rights or perform its obligations under this Mexicali Agreement and for no other purpose. The Recipient will protect the confidentiality of the Provider's Confidential Information using at least the same efforts Recipient uses to protect its own confidential and proprietary information of similar nature, but in no event less than reasonable efforts. The Recipient will return the Provider's Confidential Information to the Provider promptly upon the Provider's request or termination of this Mexicali Agreement; provided that, if the Recipient has continuing rights or obligations or liabilities under this Mexicali Agreement, the Recipient may retain a copy of any Provider Confidential Information reasonably required to exercise its rights or perform such obligations solely for the period of time required to meet such obligations. Supplier acknowledges and agrees that Buyer may disclose the Confidential Information of Supplier to Buyer Subsidiaries and employees of such Buyer Subsidiaries, in accordance with the restrictions set forth above and Buyer will be liable for any breach of this Section 5 (Confidentiality). For Confidential Information that does not constitute a “trade secret” under applicable law, these confidentiality obligations will expire three (3) years after the termination 9.1 by such Buyer Subsidiaries or expiration of the Agreement. For Confidential Information that constitutes a “trade secret” under applicable law, these confidentiality obligations will continue until such information ceases to constitute a “trade secret” under such applicable law. However, the Receiving Party may disclose Confidential Information pursuant to an order of a court or governmental agency, provided, that, if permitted by applicable law, the Receiving Party shall first notify the Disclosing Party of such order and afford the Disclosing Party the opportunity to seek a protective order relating to such disclosure. Notwithstanding anything to the contrary contained in this Agreement, Customer authorizes AVEVA to collect, use, disclose, and modify in perpetuity information or data (including, but not limited to, general usage information and measurements) that is provided by Customer in connection with the use or receipt of the Products and Support Services (or generated or created in the course of AVEVA providing the Products and Support Services) for the purposes of developing, improving, optimizing, and delivering Products and Support Services; provided, however, that any disclosure of such data shall only include information or data that AVEVA develops or derives from such collected data or information (but such disclosure will not include the actual underlying Confidential Information of Customer)its employees.

Confidentiality Obligations. Each Party or third party whose Confidential Information has been disclosed retains ownership of its Confidential Information. Each Party agrees to (ia) protect the Confidential Information received from the Disclosing Party in the same manner as it protects the confidentiality of its own proprietary and confidential materials but in no event In connection with less than reasonable care; and (ii) use the Confidential Information received from the Disclosing Party solely for the purpose of the Agreement. Upon termination of the Agreement or upon written request submitted by the Disclosing Party, whichever comes first, the Receiving Party shall return or destroy, at the Disclosing Party’s choice, all of the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, AVEVA shall not be required to return or destroy any such Confidential Information if such return or destruction is impracticable or technically infeasible. Except with respect to its Affiliates, employees, contractors, or agents who need to know Confidential Information in order to support the performance of such Party’s obligations related to the this Agreement, and who are contractually bound a party may have access to certain confidential information (“Recipient”) of the other party or any of its Affiliates (the “Confidential Information”) as provided by confidentiality obligations that are at least as protective as those contained in or on behalf of the Agreement, neither Party shall, disclose to any person any Confidential Information received from the Disclosing Party without the Disclosing Party’s prior written consent. The Receiving Party will be responsible for any breach of this Section 5 other party (Confidentiality) by its Affiliates, employees, contractors, and agents and any third party to whom it discloses Confidential Information in accordance with this Section 5 (Confidentiality“Discloser”). For Confidential Information that does not constitute a “trade secret” under applicable law, these confidentiality obligations will expire three (3) years after the termination or expiration of the Agreement. For Confidential Information that constitutes a “trade secret” under applicable law, these confidentiality obligations will continue until such information ceases to constitute a “trade secret” under such applicable law. However, the Receiving Party may disclose Confidential Information pursuant to an order of a court or governmental agency, provided, that, if permitted by applicable law, the Receiving Party shall first notify the Disclosing Party of such order and afford the Disclosing Party the opportunity to seek a protective order relating to such disclosure. Notwithstanding anything to the contrary contained Except as otherwise provided in this Agreement, Customer authorizes AVEVA during and after the term of this Agreement, Recipient shall hold Discloser’s Confidential Information in confidence using the same degree of care that it uses to collect, use, disclose, and modify in perpetuity information or data protect its own Confidential Information (including, but not limited toless than a reasonable standard of care). Confidential Information includes: (i) the terms and pricing under this Agreement, general usage including the Solution Exhibit(s); (ii) any written information and measurements) that is provided by Customer in connection with clearly identified or marked as confidential; (iii) Supplier Data, (iv) the use or receipt of Code, (v) the Products Content, Deliverables, Derivative Works and Support Services De-Identified Information to the extent applicable; and (or generated or created in vi) any information that Recipient should reasonably believe is confidential to Discloser. To the course of AVEVA providing the Products and Support Services) for the purposes of developingextent any Premier IDS Property constitutes Confidential Information, improving, optimizing, and delivering Products and Support Services; provided, however, that any disclosure of such data it shall only include information or data that AVEVA develops or derives from such collected data or information (but such disclosure will not include the actual underlying be deemed Confidential Information of CustomerPremier IDS. To the extent any Supplier Data constitutes Confidential Information, it shall be deemed Confidential Information of Supplier. (b) A party’s Confidential Information shall not include information that: (i) is or becomes a part of the public domain through no act or omission of Recipient or any third party in violation of any obligation of confidentiality; (ii) as evidenced by documentation, was in Recipient’s lawful possession prior to the disclosure and had not been obtained by Recipient either directly or indirectly from the disclosing party or any third party in violation of any obligation of confidentiality; (iii) as evidenced by documentation, is lawfully and properly disclosed to Recipient by a third-party without restriction on disclosure; (iv) as evidenced by documentation, is independently developed by Recipient without use of or access to any Confidential Information of Discloser. In the event Recipient is required to disclose any Confidential Information of Discloser pursuant to any governmental or judicial authority, process or order, Recipient shall provide prompt notice thereof to Discloser in order that Discloser may have an opportunity to intercede in such required disclosure to contest such disclosure or seek a protective order. (c) Notwithstanding the foregoing in this Section 6, Supplier acknowledges and agrees that Premier IDS shall have the right (and in certain cases, be required) to disclose the name(s) of Supplier (and its Affiliates and participants) to third parties with respect to certain Solution(s), including (i) as set forth in the corresponding Solution Exhibit(s) or as determined by Premier IDS to be reasonably necessary to provide such Solution(s), (ii) to the extent permitted under Section 10(a), (iii) with Supplier's prior written consent, not to be unreasonably withheld or delayed, and (iv) as required by applicable laws.

Confidentiality Obligations. Each Party or third party whose Confidential Information has been disclosed retains ownership of its Confidential Information. Each Party agrees to (i) protect the Confidential Information received from the Disclosing Party in the same manner as it protects the confidentiality of its own proprietary and confidential materials but in no event with less than reasonable care; and (ii) use the Confidential Information received from the Disclosing Party solely for the purpose of the Agreement. Upon termination of the Agreement or upon written request submitted by the Disclosing Party, whichever comes first, the The Receiving Party shall return or destroy, at the Disclosing Party’s choice, treat as confidential all of the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, AVEVA Information and shall not be required to return or destroy any use such Confidential Information if such return except as necessary to perform its obligations or destruction is impracticable or technically infeasible. Except with respect to exercise its Affiliates, employees, contractors, or agents who need to know Confidential Information in order to support the performance of such Party’s obligations related to the Agreement, and who are contractually bound by confidentiality obligations that are at least as protective as those contained in the Agreement, neither Party shall, disclose to any person any Confidential Information received from the Disclosing Party without the Disclosing Party’s prior written consent. The Receiving Party will be responsible for any breach of rights under this Section 5 (Confidentiality) by its Affiliates, employees, contractors, and agents and any third party to whom it discloses Confidential Information in accordance with this Section 5 (Confidentiality). For Confidential Information that does not constitute a “trade secret” under applicable law, these confidentiality obligations will expire three (3) years after the termination or expiration of the Agreement. For Confidential Information that constitutes a “trade secret” under applicable law, these confidentiality obligations will continue until such information ceases to constitute a “trade secret” under such applicable law. However, Without limiting the Receiving Party may disclose Confidential Information pursuant to an order of a court or governmental agency, provided, that, if permitted by applicable lawforegoing, the Receiving Party shall first notify use the Disclosing Party same degree of care and means that it utilizes to protect its own information of a similar nature, but in any event not less than reasonable care and means, to prevent the unauthorized use or the disclosure of such order Confidential Information to third parties. Confidential Information may be disclosed only to employees, contractors or permitted assignees of the Receiving Party with a reasonable “need to know” who are instructed and afford under a duty not to disclose the Disclosing Party Confidential Information and not to use the opportunity to seek a protective order relating to such disclosure. Notwithstanding anything to the contrary contained Confidential Information for any purpose, except as set forth in this Agreement. Nothing in this Agreement shall prevent the Receiving Party from disclosing Confidential Information to the extent the Receiving Party is legally compelled to do so by any governmental investigative or judicial agency pursuant to proceedings over which such agency has jurisdiction, Customer authorizes AVEVA to collect, use, disclose, and modify in perpetuity information or data (including, but not limited to, general usage information and measurements) that is provided by Customer in connection with the use requirements of an initial public offering or receipt of the Products and Support Services (or generated or created in the course of AVEVA providing the Products and Support Services) for the purposes of developing, improving, optimizing, and delivering Products and Support Servicessecurities filing; provided, however, that prior to any disclosure such disclosure, the Receiving Party shall (a) assert the confidential nature of such data shall only include information the Confidential Information to the agency, (b) if legally permitted, immediately notify the Disclosing Party in writing of the agency’s order or data that AVEVA develops or derives from such collected data or information request to disclose, and (but c) cooperate fully with the Disclosing Party in protecting against any such disclosure will and/or obtaining a protective order narrowing the scope of the compelled disclosure and protecting its confidentiality. Notwithstanding the foregoing or anything herein to the contrary, Wavetable shall not include be subject to the actual underlying provisions of this Section 5.3 or any restrictions on the use or Confidential Information of Customerto the extent exempt pursuant to (i) the Merger Agreement or any other agreement contemplated by, or entered into in connection with, the Merger Agreement or (ii) the DOJ Order (as defined below).

Confidentiality Obligations. Each Party or third party whose a) Recipient will only disclose Discloser's Confidential Information has been disclosed retains ownership to persons who have a need to know such Confidential Information to achieve the purpose(s) stated in Paragraph 3 and who are: (a) other parties to this Agreement; (b) full time employees and others working full time for Recipient as independent contractors and consultants who themselves are subject to confidentiality agreements at least as protective of its Confidential Information. Each Party agrees to (i) protect the Confidential Information received as the provisions of this Agreement on a “need to know” basis. Recipient shall advise persons who have access to Confidential Information of their obligation to keep such Confidential Information confidential. b) Recipient will only disclose Confidential Information to an agent, independent contractor or consultant after first obtaining written permission from Discloser. c) Recipient shall only make exact copies of Confidential Information and only when necessary to achieve the Disclosing Party purpose stated in Paragraph 3. d) The Parties will protect each other's Confidential Information with the same manner as it protects the confidentiality degree of its own proprietary and confidential materials care, but in no event with less than reasonable care; , to prevent the unauthorized dissemination, publication, and (ii) unauthorized use the of Confidential Information received from as each Party uses to protect its own. e) The Parties will not publish, disclose or make available any benchmark or testing results without the Disclosing Party solely for the purpose written consent of the Agreement. Upon termination of the Agreement or upon written request submitted by the Disclosing other Party, whichever comes first, the Receiving Party shall return or destroy, at the Disclosing Party’s choice, all of the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, AVEVA . f) The Parties shall not be required to return or destroy any such Confidential Information if such return or destruction is impracticable or technically infeasible. Except with respect to its Affiliates, employees, contractorspublicize this Agreement's existence, or agents who need to know Confidential Information in order to support the performance any of such Party’s obligations related to the Agreementits terms and conditions, and who are contractually bound by confidentiality obligations that are at least as protective as those contained in the Agreement, neither Party shall, disclose to any person any Confidential Information received from the Disclosing Party without the Disclosing Party’s prior written consent. The Receiving Party will be responsible for any breach of this Section 5 (Confidentiality) by its Affiliates, employees, contractors, and agents and any third party to whom it discloses Confidential Information in accordance with this Section 5 (Confidentiality). For Confidential Information that does not constitute a “trade secret” under applicable law, these confidentiality obligations will expire three (3) years after the termination or expiration of the Agreement. For Confidential Information that constitutes a “trade secret” under applicable law, these confidentiality obligations will continue until such information ceases to constitute a “trade secret” under such applicable law. However, the Receiving Party may disclose Confidential Information pursuant to an order of a court or governmental agency, provided, that, if permitted by applicable law, the Receiving Party shall first notify the Disclosing Party of such order and afford the Disclosing Party the opportunity to seek a protective order relating unless both Parties expressly agree to such disclosure. Notwithstanding anything These confidentiality obligations do not extend to information that was already in the public domain when disclosed, or subsequently falls into the public domain other than through disclosure by the Recipient; or was disclosed by the Recipient with the written approval of the Discloser; was already in the possession of or known by the Recipient free of any obligation at the time disclosed to Recipient; becomes known to the contrary contained in Recipient from a source other than the Discloser without breach of this Agreement, Customer authorizes AVEVA to collect, use, disclose, and modify in perpetuity information or data (including, but not limited to, general usage information and measurements) that Agreement by the Recipient; is provided developed independently by Customer in connection with the Recipient without use or receipt of the Products and Support Services (Discloser’s Confidential Information; or generated is disclosed pursuant to judicial or created in governmental order, provided that the course of AVEVA providing Recipient shall give prompt notice to Discloser if it anticipates being legally compelled to disclose Confidential Information, so that Discloser can timely oppose the Products and Support Services) for the purposes of developing, improving, optimizing, and delivering Products and Support Services; provided, however, that any disclosure of such data shall only include information or data that AVEVA develops or derives from such collected data or information (but such disclosure will not include the actual underlying Confidential Information of Customer)disclosure.

Confidentiality Obligations. Each Party or third party whose Confidential Information has been disclosed retains ownership of its Confidential Information. Each Party FairMarket agrees to that: (i) FairMarket will not use, reproduce, or exploit eBay Information for any purpose other than performing Services as contemplated under this Agreement; (ii) FairMarket will hold all eBay Information in strict confidence and will not disclose or otherwise make available eBay Information to any third party (other than to a customer that has a right to receive same), and FairMarket will restrict access to eBay Information to the FairMarket Personnel who have a need to know such information in order to perform the Services; (iii) FairMarket will take all reasonable and necessary steps to protect the Confidential eBay Information received from inadvertent or unintentional disclosure to third parties and will protect the Disclosing Party in eBay Information from unauthorized access, disclosure, or use with at least the same manner degree of care as it protects the confidentiality of FairMarket uses to protect its own proprietary most valuable trade secret information, and confidential materials but in any event no event with less than reasonable care; (iv) FairMarket will reproduce, on all copies of documents and materials containing eBay Information made by FairMarket or its employees, agents, or contractors, all proprietary rights notices of eBay appearing on the original copy of such document or material; (v) FairMarket will, at eBay’s request, promptly return to eBay or destroy all documents and materials in tangible form, and permanently erase all data in electronic form, containing any eBay Information, and certify in writing signed by an executive officer of FairMarket that FairMarket has fully complied with this obligation; and (vi) FairMarket will comply with the terms of eBay’s privacy policy (currently available at xxxx://xxxxx.xxxx.xxx/help/community/png-priv.html) as revised by eBay in its sole discretion, and to the extent that privacy policies of customers under the Transferred Customer Contracts are applicable, in which case FairMarket will comply with them; and (iivii) use FairMarket will have no right or authority to monitor any communications of any eBay employees, regardless whether such communication was made using FairMarket equipment (including without limitation its telephone or email systems); and (viii) FairMarket will ensure that each FairMarket Person who performs any Services or will otherwise receive disclosure of eBay Information has executed agreement(s) in a form acceptable to eBay relating to confidentiality, non-disclosure, assignment of intellectual property rights, and/or other similar agreements as may be requested by eBay. FairMarket acknowledges and agrees that FairMarket have no right, title, or interest of any nature in any eBay Information, other than a limited, non-transferable, non-sublicensable, non-exclusive license during the Confidential Information received from the Disclosing Party solely for the purpose of the Agreement. Upon termination term of the Agreement or upon written request submitted by the Disclosing Party, whichever comes first, the Receiving Party shall return or destroy, at the Disclosing Party’s choice, all of the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, AVEVA shall not be required to return or destroy any such Confidential use and reproduce eBay Information if such return or destruction is impracticable or technically infeasible. Except with respect to its Affiliates, employees, contractors, or agents who need to know Confidential Information in order to support the performance of such Party’s obligations related solely to the Agreement, extent necessary to perform the Services and who are contractually bound by confidentiality obligations that are at least to perform under the Retained Contracts as protective as those contained in the Agreement, neither Party shall, disclose to any person any Confidential Information received from the Disclosing Party without the Disclosing Party’s prior written consent. The Receiving Party will be responsible for any breach of this Section 5 (Confidentiality) by its Affiliates, employees, contractors, and agents and any third party to whom it discloses Confidential Information in accordance with this Section 5 (Confidentiality). For Confidential Information that does not constitute a “trade secret” contemplated under applicable law, these confidentiality obligations will expire three (3) years after the termination or expiration of the Agreement. For Confidential Information that constitutes a “trade secret” under applicable law, these confidentiality obligations will continue until such information ceases to constitute a “trade secret” under such applicable law. However, the Receiving Party may disclose Confidential Information pursuant to an order of a court or governmental agency, provided, that, if permitted by applicable law, the Receiving Party shall first notify the Disclosing Party of such order and afford the Disclosing Party the opportunity to seek a protective order relating to such disclosure. Notwithstanding anything to the contrary contained in this Agreement, Customer authorizes AVEVA to collect, use, disclose, and modify in perpetuity information or data (including, but not limited to, general usage information and measurements) that is provided by Customer in connection with the use or receipt of the Products and Support Services (or generated or created in the course of AVEVA providing the Products and Support Services) for the purposes of developing, improving, optimizing, and delivering Products and Support Services; provided, however, that any disclosure of such data shall only include information or data that AVEVA develops or derives from such collected data or information (but such disclosure will not include the actual underlying Confidential Information of Customer).

Confidentiality Obligations. Each Party or third party whose Confidential 2.1 In consideration of the disclosure of Proprietary Information has been disclosed retains ownership of its Confidential Information. Each by the Disclosing Party, the Receiving Party agrees and undertakes that he/she shall: hold the Proprietary Information in strict confidence and to (i) take all reasonable precautions to protect such Proprietary Information; ensure that Proprietary Information or any part thereof is not disseminated or accessible to any person or party who is not bound by the Confidential Information received from the Disclosing Party terms of this Agreement and shall put in the same manner place at least such controls as it protects the confidentiality of employs with respect to its own proprietary and confidential materials but in no event with less than reasonable careinformation which it does not desire to have disseminated or published; and not to make any use whatsoever at any time of such Proprietary Information except to evaluate internally its relationship with the Disclosing Party, and not make or have made copies of the Proprietary Information or any portion thereof in any medium without the prior written consent of the Disclosing Party, which the Disclosing Party is entitled in its full discretion to grant or not grant as it chooses. The confidentiality obligations and undertakings of the Receiving Party shall not apply to Proprietary Information: which at the time of its disclosure is within the public domain or which, after disclosure to the Receiving Party (iithrough no improper action or inaction by the Receiving Party) use comes into the Confidential Information received public domain; or which is required to be disclosed under applicable law or by order of a court of competent jurisdiction. after five years following the disclosure thereof was in its possession or known by it prior to receipt from the Disclosing Party solely for as evidenced in writing, except to the purpose extent that such information was unlawfully appropriated, or was rightfully disclosed to it by a third party, or was independently developed without use of the Agreement. Upon termination of the Agreement or upon written request submitted by the Disclosing Party, whichever comes first, the Receiving Party shall return or destroy, at the Disclosing Party’s choice, all any Proprietary Information of the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, AVEVA shall not be required to return or destroy any such Confidential Information if such return or destruction is impracticable or technically infeasible. Except with respect to its Affiliates, employees, contractors, or agents who need to know Confidential Information in order to support the performance of such Party’s obligations related to the Agreement, and who are contractually bound by confidentiality obligations that are at least as protective as those contained in the Agreement, neither Party shall, disclose to any person any Confidential Information received from the Disclosing Party without the Disclosing Party’s prior written consent. The Receiving Party will be responsible for any breach of this Section 5 (Confidentiality) may make disclosures required by its Affiliates, employees, contractors, and agents and any third party to whom it discloses Confidential Information in accordance with this Section 5 (Confidentiality). For Confidential Information that does not constitute a “trade secret” under applicable law, these confidentiality obligations will expire three (3) years after the termination law or expiration of the Agreement. For Confidential Information that constitutes a “trade secret” under applicable law, these confidentiality obligations will continue until such information ceases to constitute a “trade secret” under such applicable law. However, court order provided the Receiving Party may disclose Confidential Information pursuant uses diligent reasonable efforts to an order of a court or governmental agency, provided, that, if permitted by applicable law, the Receiving Party shall first notify limit disclosure and has allowed the Disclosing Party of such order and afford the Disclosing Party the opportunity to seek a protective order relating to such disclosure. Notwithstanding anything to the contrary contained in this Agreement, Customer authorizes AVEVA to collect, use, disclose, and modify in perpetuity information or data (including, but not limited to, general usage information and measurements) that is provided by Customer in connection with the use or receipt of the Products and Support Services (or generated or created in the course of AVEVA providing the Products and Support Services) for the purposes of developing, improving, optimizing, and delivering Products and Support Services; provided, however, that any disclosure of such data shall only include information or data that AVEVA develops or derives from such collected data or information (but such disclosure will not include the actual underlying Confidential Information of Customer)order.

Confidentiality Obligations. Each Party or third party whose Confidential Information has been disclosed retains ownership of its Confidential Information. Each Party agrees to (i) protect the Confidential Information received from the Disclosing Party in the same manner as it protects the confidentiality of its own proprietary and confidential materials but in no event with less than reasonable care; and (ii) use the Confidential Information received from the Disclosing Party solely for the purpose of the Agreement. Upon termination of the Agreement or upon written request submitted by the Disclosing Party, whichever comes first, the The Receiving Party shall return or destroy, at the Disclosing Party’s choice, keep confidential all of the Disclosing Party’s Confidential Information using the same degree of care and in accordance with the same internal processes and safeguards with which it maintains the confidentiality of its own Confidential Information, but in all cases no less than a reasonable degree of care. Notwithstanding The Receiving Party may disclose the foregoingDisclosing Party’s Confidential Information: 13.4.1 to such of its and its Affiliates’, AVEVA shall not be required (with respect to return Apellis) sub/licensees, and (with respect to Sobi) Sublicensees’ respective directors, managers, employees, independent contractors, agents, or destroy any consultants who have a need to know such Confidential Information if such return to exercise the Receiving Party’s rights or destruction is impracticable or technically infeasible. Except perform the Receiving Party’s obligations under this Agreement, but the Receiving Party shall, and shall require its Affiliates, (with respect to Apellis) sub/licensees, and (with respect to Sobi) Sublicensees to, advise its and its Affiliates’ and Sublicensees’ directors, managers, employees, independent contractors, agents, or agents consultants who need to know receive such Confidential Information of the confidential nature thereof and of the obligations contained in order to support the performance of such Party’s obligations related to the Agreementthis Agreement relating thereto, and who are contractually bound the Receiving Party shall ensure (including, in the case of a Third Party, by confidentiality obligations that are means of a written agreement with such Third Party having terms at least as protective as those contained in the Agreement, neither Party shall, disclose to any person any Confidential Information received from the Disclosing Party without the Disclosing Party’s prior written consent. The Receiving Party will be responsible for any breach of this Section 5 Article 13 (Confidentiality)) by its Affiliatesthat all such directors, managers, employees, independent contractors, agents, and agents and any third party consultants comply with such obligations; 13.4.2 to whom it discloses Confidential Information patent offices in order to seek or obtain Patent Rights in accordance with this Section 5 Agreement or to Regulatory Authorities in order to seek or obtain approval to conduct Clinical Trials or other clinical studies or to gain Regulatory Approval or Reimbursement Approval with respect to Products in accordance with this Agreement, but any such disclosure may be made only following reasonable notice to the Disclosing Party and to the extent reasonably necessary to seek or obtain such Patent Rights, Regulatory Approvals, or Reimbursement Approvals (Confidentiality). For Confidential Information that does not constitute a “trade secret” under applicable lawand, these confidentiality obligations will expire three (3) years after to the termination or expiration of the Agreement. For Confidential Information that constitutes a “trade secret” under applicable law, these confidentiality obligations will continue until such information ceases to constitute a “trade secret” under such applicable law. However, the Receiving Party may disclose Confidential Information pursuant to an order of a court or governmental agency, provided, that, if extent permitted by applicable lawApplicable Law, the Receiving Party shall first notify use reasonable efforts to obtain confidential treatment of such Confidential Information); 13.4.3 to the extent such disclosure is reasonably necessary to comply with Applicable Law, but, to the extent permitted by Applicable Law, the Receiving Party shall give reasonable advance written notice of such disclosure to the Disclosing Party of such order and afford to permit the Disclosing Party sufficient opportunity to, and, at the opportunity Disclosing Party’s reasonable request and sole expense, shall assist the Disclosing Party to, object to seek such disclosure or to take measures to ensure confidential treatment of such information, including seeking a protective order relating or other appropriate remedy; 13.4.4 without limiting Section 13.4.3 (Confidentiality Obligations), as required by the NASDAQ regulations or any listing agreement with or rules of a national securities exchange, in which case the Receiving Party shall provide the Disclosing Party with at least [**] notice unless otherwise not practicable or permissible under Applicable Law or under applicable regulations of, agreement with, or rules of a national securities exchange, but in any event no later than the time that the disclosure required by such NASDAQ regulations or listing agreement is made, but, to the extent permitted by Applicable Law and applicable regulations of, agreement with, or rules of a national securities exchange, the Receiving Party shall use reasonable efforts to ensure confidential treatment of such information; or 13.4.5 to counterparties to the Existing Agreements or Collaboration In-Licenses to the extent required under the terms of such Existing Agreements or Collaboration In-Licenses, to bona fide actual or potential (with respect to Sobi) Sublicensees or (with respect to Apellis) sub/licensees or Subcontractors, or to bona fide actual or potential investors or acquirors, in each case pursuant to customary confidentiality agreements containing terms no less protective of the Confidential Information than are those set forth in this Article 13 (Confidentiality); or 13.4.6 as reasonably necessary to issue press releases alerting the public to the status of Development or Commercialization of any Product, as long as such press releases are made in accordance with the Receiving Party’s standard practices with respect to such disclosure. Notwithstanding anything to the contrary contained in this Agreementpress releases and, Customer authorizes AVEVA to collectunless such Party reasonably determines that such inclusion is required by Applicable Law or applicable regulations of, useagreement with, discloseor rules of a national securities exchange or such information has previously been made public by or on behalf of Apellis or its Affiliates, and modify in perpetuity information or data (including, but not limited to, general usage information and measurements) that is provided by Customer in connection with the use or receipt of the Products and Support Services (or generated or created in the course of AVEVA providing the Products and Support Services) for the purposes of developing, improving, optimizing, and delivering Products and Support Services; provided, however, that any disclosure of such data shall only include information or data that AVEVA develops or derives from such collected data or information (but such disclosure will do not include the actual underlying any Confidential Information of Customer)the Disclosing Party, any confidential Apellis Know-How, or any confidential Collaboration Know-How which has not previously been made public in accordance with this Agreement or otherwise by agreement of the Parties, but such Party shall, to the extent such Party reasonably determines that it is in compliance with Applicable Law and applicable regulations of, agreement with, and rules of a national securities exchange, provide a copy of such press release to the other Party for such other Party’s review at least [**] prior to the issuance of such press release and consider in good faith any timely and reasonable comments provided by such other Party.

Confidentiality Obligations. Each Party During the term of this Agreement and at all times thereafter, Seller agrees to hold in confidence and not otherwise use or third party whose Confidential Information has been disclose the information of Access and its Affiliates, including without limitation, any information relating to Access’ and its Affiliates’ business operations, price lists, manufacturing data, marketing information strategies, customer or product lists, research and development information and all other information disclosed retains ownership of by Access or its Affiliates to Seller (“Confidential Information. Each Party agrees ”), in confidence and not to (i) protect use any of the Confidential Information received from the Disclosing Party in the same manner as it protects the confidentiality of foregoing commercially for its own proprietary and confidential materials but in no event with less than reasonable care; and (ii) use the Confidential Information received from the Disclosing Party solely benefit or that of any other party, nor for the purpose of developing or improving a product or method for any other party except Access. Seller agrees to limit dissemination of and access to the Services and/or Specifications or such information only to the persons within Seller’s organization, performing Services under this Agreement. Upon termination of , and then only to those persons who have a need for access thereto, and who have entered into a restrictive agreement prohibiting such personnel from doing anything with respect to the Agreement or upon written request submitted by the Disclosing Party, whichever comes first, the Receiving Party shall return or destroy, at the Disclosing Party’s choice, all of the Disclosing Party’s Confidential InformationServices and/or Specifications and such information that Seller would itself be prohibited from doing under this Agreement. Notwithstanding the foregoing, AVEVA shall not be required should Seller wish to return disclose to third parties such as agents or destroy any subcontractors Confidential Information, Seller must, before making such Confidential Information disclosure, obtain the prior written approval of Access and, if such return or destruction approval is impracticable or technically infeasible. Except with respect to its Affiliatesprovided, employees, contractors, or agents who need to know Confidential Information in order to support the performance of such Party’s obligations related to the Agreement, and who are contractually bound by confidentiality obligations that are at least as protective as those contained in the Agreement, neither Party shall, disclose to any person any Confidential Information received obtain from the Disclosing Party without the Disclosing Party’s prior written consent. The Receiving Party will be responsible for any breach of this Section 5 (Confidentiality) by its Affiliates, employees, contractors, and agents and any third party to whom it discloses Confidential Information in accordance with the disclosure will be made a confidentiality agreement that is at least as restrictive as the provisions of this Section 5 (Confidentiality)8. For Confidential Information that does not constitute a “trade secret” under applicable law, these The confidentiality obligations will expire within this Section 8 shall survive termination or expiration of this Agreement for a period of three (3) years after from the date of termination of this Agreement and deemed to cover all Confidential Information provided pursuant to this transaction. Should either Seller or expiration Access disclose to third parties such as agents or subcontractors confidential information belonging to the other party to this Agreement, the disclosing party must, before making such disclosure, notify the other party of this Agreement that the disclosure will be made and obtain from the third party to whom the disclosure will be made a confidentiality agreement similar to the terms hereof. The parties acknowledge that all confidential information of the other party shall be owned solely by the other party, and each party agrees to return all items containing confidential information to the other party as requested upon termination of this Agreement. For Confidential Information Seller and Access recognize and agree that constitutes a “trade secret” under applicable law, these confidentiality obligations will continue until such information ceases to constitute a “trade secret” under such applicable law. However, the Receiving Party may disclose Confidential Information pursuant to an order of a court or governmental agency, provided, that, if permitted by applicable law, the Receiving Party shall first notify the Disclosing Party of such order and afford the Disclosing Party the opportunity to seek a protective order relating to such disclosure. Notwithstanding anything to the contrary nothing contained in this Agreement shall be construed as granting any rights, by license or otherwise, to any confidential information disclosed pursuant to this Agreement, Customer authorizes AVEVA to collect, use, disclose, and modify in perpetuity information or data (including, but not limited to, general usage information and measurements) that is provided by Customer in connection with the use or receipt of the Products and Support Services (or generated or created in the course of AVEVA providing the Products and Support Services) for the purposes of developing, improving, optimizing, and delivering Products and Support Services; provided, however, that any disclosure of such data shall only include information or data that AVEVA develops or derives from such collected data or information (but such disclosure will not include the actual underlying Confidential Information of Customer).

Confidentiality Obligations. Each Party or third party whose Confidential Information has been disclosed retains ownership of its Confidential Information. Each Party agrees to (i) protect the Actelion and Auxilium shall keep all Confidential Information received from or on behalf of the Disclosing other Party in with the same manner as degree of care with which it protects maintains the confidentiality of its own proprietary and confidential materials Confidential Information, but in all cases no event with less than a reasonable degree of care; and (ii) . Neither Party shall use the such Confidential Information received from for any purpose other than in performance of this Agreement or disclose the Disclosing same to any other Person other than to such of its and its Affiliates’ directors, managers, employees, independent contractors, agents, consultants or, solely with respect to Auxilium, its sublicensees who have a need to know such Confidential Information to implement the terms of this Agreement or enforce its rights under this Agreement; provided, however, that a Receiving Party solely for the purpose shall advise any of its and its Affiliates’ directors, managers, employees, independent contractors, agents, consultants or sublicensees who receives such Confidential Information of the Agreement. Upon termination confidential nature thereof and of the obligations contained in this Agreement or upon written request submitted by the Disclosing Partyrelating thereto, whichever comes first, and the Receiving Party shall return or destroyensure (including, at in the Disclosing case of a Third Party’s choice, all by means of the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, AVEVA shall not be required to return or destroy any a written agreement with such Confidential Information if such return or destruction is impracticable or technically infeasible. Except with respect to its Affiliates, employees, contractors, or agents who need to know Confidential Information in order to support the performance of such Party’s obligations related to the Agreement, and who are contractually bound by confidentiality obligations that are Third Party having terms at least as protective as those contained in the Agreementthis ARTICLE 12) that all such directors, neither Party shall, disclose to any person any Confidential Information received from the Disclosing Party without the Disclosing Party’s prior written consent. The Receiving Party will be responsible for any breach of this Section 5 (Confidentiality) by its Affiliatesmanagers, employees, independent contractors, and agents and any third party to whom it discloses Confidential Information in accordance agents, consultants or sublicensees comply with such obligations. Upon termination of this Section 5 (Confidentiality). For Confidential Information that does not constitute a “trade secret” under applicable law, these confidentiality obligations will expire three (3) years after the termination or expiration of the Agreement. For Confidential Information that constitutes a “trade secret” under applicable law, these confidentiality obligations will continue until such information ceases to constitute a “trade secret” under such applicable law. However, the Receiving Party may disclose Confidential Information pursuant to an order of a court or governmental agency, provided, that, if permitted by applicable law, the Receiving Party shall first notify return or destroy all documents, tapes or other media containing Confidential Information of the Disclosing Party that remain in the possession of such order the Receiving Party or its directors, managers, employees, independent contractors, agents, consultants or sublicensees, except that the Receiving Party may keep one copy of the Confidential Information, solely for archival purposes and afford subject at all times to the obligations of confidentiality and non-use described herein. Such archival copy shall be deemed to be the property of the Disclosing Party the opportunity Party, and shall continue to seek a protective order relating to such disclosure. Notwithstanding anything be subject to the contrary contained in provisions of this Agreement, Customer authorizes AVEVA to collect, use, disclose, and modify in perpetuity information or data (including, but not limited to, general usage information and measurements) that is provided by Customer in connection with the use or receipt of the Products and Support Services (or generated or created in the course of AVEVA providing the Products and Support Services) for the purposes of developing, improving, optimizing, and delivering Products and Support Services; provided, however, that any disclosure of such data shall only include information or data that AVEVA develops or derives from such collected data or information (but such disclosure will not include the actual underlying Confidential Information of Customer)Article 12.

Confidentiality Obligations. Each Party or third party whose Customer agrees and warrants that the Confidential Information has been shall not be distributed, disclosed retains ownership or disseminated in any way or form to anyone, except to Customer’s employees who have a need to know the Confidential Information within the frame of this Agreement and who are bound by confidentiality obligations at least as stringent as the ones provided for by this Agreement. Educational Institution Customer’s accounts shall be determined per each professor or research leader. Such Customer agrees and warrants that the Confidential Information shall not be distributed, disclosed or disseminated in any way or form to anyone, except to its Confidential Information. Each Party agrees to (i) protect research staff or students who are involved in projects utilizing the Confidential Information received from the Disclosing Party in the same manner as it protects the confidentiality of its own proprietary and confidential materials but in no event with less than reasonable care; and (ii) use the Confidential Information received from the Disclosing Party solely for the purpose of the Agreement. Upon termination of the Agreement or upon written request submitted by the Disclosing Party, whichever comes first, the Receiving Party shall return or destroy, at the Disclosing Party’s choice, all of the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, AVEVA shall not be required to return or destroy any such Confidential Information if such return or destruction is impracticable or technically infeasible. Except with respect to its Affiliates, employees, contractors, or agents who need to know Confidential Information in order to support the performance of such Party’s obligations related to the under this Agreement, and who are contractually bound by confidentiality obligations that are at least as protective stringent as those contained in the Agreement, neither Party shall, disclose ones provided for by this Agreement and who have returned to any person any Confidential Information received from the Disclosing Party without the Disclosing Party’s prior written consent. The Receiving Party will be responsible for any breach of this Section 5 (Confidentiality) by its Affiliates, employees, contractors, and agents and any third party to whom it discloses Confidential Information in accordance with this Section 5 (Confidentiality). For Confidential Information that does not constitute IMEC a “trade secret” under applicable law, these confidentiality obligations will expire three (3) years after the termination or expiration signed copy of the Agreement‘Statement of Confidentiality’ set forth by Annex 1. For Confidential Information that constitutes a “trade secret” under applicable lawBy way of example only, these confidentiality obligations will continue until such information ceases to constitute a “trade secret” under such applicable law. However, the Receiving Party may disclose Confidential Information pursuant to an order Customer shall comply with and ensure compliance of a court or governmental agency, provided, that, if permitted by applicable law, the Receiving Party shall first notify the Disclosing Party of such order his employees and afford the Disclosing Party the opportunity to seek a protective order relating to such disclosure. Notwithstanding anything students (to the contrary contained extend applicable) with, in this Agreement, Customer authorizes AVEVA to collect, use, disclose, and modify in perpetuity information or data (including, particular but not limited to, general usage information the following best practices: Markings on the Confidential Information indicating the confidential nature of the Confidential Information shall not be removed. Confidential Information shall not be transferred through a computer network without using state of the art encryption technologies. Confidential Information shall not be stored on or copied to any stand-alone media, e.g. flash-drives, CDs, DVDs, external hard drives, MP3 players, tapes, memory cards. Confidential Information shall not be stored on or copied to portable computers, by way of example only: laptops, netbooks, PDAs, smart phones Confidential Information will be stored password protected, using state of the art encryption in order to prevent access of any third parties and/or unauthorized personnel of Customer. Access logs for the Confidential Information shall be kept for at least five years from the day of access and measurements) be made available to IMEC and/or TSMC for auditing purposes upon request. Confidential Information may only be stored on computer equipment owned by Customer. Hardcopies of Confidential Information shall be locked in drawers or closets at all times they are not being used by authorized personnel of Customer, Customer agrees and warrants that is provided the Confidential Information shall only be used for the purpose of preparing his product designs and to be able to have such designs prototyped and manufactured by TSMC utilizing the technology as specified in the submitted and approved “Request for Access to TSMC 40nm Technology through EUROPRACTICE -IMEC”. The Confidential Information shall be destroyed or returned to IMEC, along with all copies in Customer’s possession, upon the effective date of the expiration of this Agreement or upon IMEC’s or TSMC’s request, whichever occurs the first, together with a written certification by Customer in connection with the use or receipt that all of the Products and Support Services (Confidential Information stored in any kind of tangible or generated in-tangible form in Customer’s possession or created in the course of AVEVA providing the Products and Support Services) for the purposes of developing, improving, optimizingunder Customer’s control, and delivering Products all related documentation and Support Services; providedall copies thereof in whole or in part, howeverare no longer in use by Customer and have been destroyed or returned to IMEC. Customer acknowledges the proprietary nature of TSMC’s technology. Therefore, that Customer commits that, unless obtaining TSMC’s prior written consent and licenses, Customer shall never enter into any disclosure of such data shall only include information or data that AVEVA develops or derives agreement with a manufacturer different from such collected data or information (but such disclosure will not include TSMC to have products incorporating the actual underlying Confidential Information made. Customer shall also hold IMEC harmless from any damages, costs or losses, direct and/or indirect, resulting from any claim directed by TSMC towards IMEC related to any breach of confidentiality, unauthorized use of the Confidential information and/or any breach of the provisions set forth by article 2.4 by Customer), its employees, research staff or students. Except as otherwise authorized by applicable law, Customer must not modify, disassemble, decompile or reverse engineer in any manner the Confidential Information.

Confidentiality Obligations. Each Party or third party whose The obligations of confidentiality with respect to Confidential Information has been disclosed retains ownership that is Customer data will survive the Term of its this Agreement so long as such Customer data remains Confidential Information. Each Party agrees , and with respect to (i) protect the all other Confidential Information received from the Disclosing Party in the same manner as it protects the confidentiality of its own proprietary and confidential materials but in no event with less than reasonable care; and (ii) use the Confidential Information received from the Disclosing Party solely Information, for the purpose period of five (5) years after the end of the Agreement. Upon termination of the Agreement or upon written request submitted by the Disclosing Party, whichever comes firstterm, the Receiving Party shall return or destroy, at the (i) not use Disclosing Party’s choice, all Confidential Information other than in connection with the performance of this Agreement or any order; (ii) protect the Disclosing Party’s Confidential Information. Notwithstanding Information from disclosure to others, using the foregoingsame degree of care used to protect its own confidential or proprietary information of like importance, AVEVA but in any case using no less than a reasonable degree of care; and (iii) shall not be required disclose, transfer, use copy or allow access to return or destroy any such Disclosing Party’s Confidential Information if such return or destruction is impracticable or technically infeasible. Except with respect to its Affiliates, employees, contractors, or agents who need to know Confidential Information in order to support the performance of such Party’s obligations related to the Agreement, and who are contractually bound by confidentiality obligations that are at least as protective as those contained in the Agreement, neither Party shall, disclose to any person any Confidential Information received from the Disclosing Party third parties without the Disclosing Party’s prior written consent. The Notwithstanding the foregoing, Receiving Party may disclose Disclosing Party’s Confidential Information to its affiliates and their respective directors, officers, employees, consultants, and agents (“Representatives”) who (i) have a need to know, for the purpose of this Agreement; and (ii) agree to protect Disclosing Party’s Confidential Information from unauthorized use and disclosure. Receiving Party will be responsible for any breach of this Section 5 (Confidentiality) take appropriate actions by its Affiliatesinstruction, employeesagreement or otherwise, contractors, and agents and any third party with their respective Representatives who are permitted access to whom it discloses Disclosing Party’s Confidential Information or any part thereof in accordance with this Section 5 (Confidentiality)Agreement, to inform them of this Agreement and to obtain their compliance with the terms expressed herein. For The parties to this Agreement will not use any Confidential Information that does not constitute a “trade secret” obtained from the other party for its own benefit or for any purpose other than as intended by the parties under applicable law, these confidentiality obligations will expire three (3) years after the termination or expiration of the Agreement. For Confidential Information that constitutes a “trade secret” under applicable law, these confidentiality obligations will continue until such information ceases to constitute a “trade secret” under such applicable law. However, the Receiving Party may disclose Confidential Information pursuant to an order of a court or governmental agency, provided, that, if permitted by applicable law, the Receiving Party shall first notify the Disclosing Party of such order and afford the Disclosing Party the opportunity to seek a protective order relating to such disclosure. Notwithstanding anything to the contrary contained in this Agreement, Customer authorizes AVEVA to collect, use, disclose, and modify in perpetuity information or data (including, but not limited to, general usage information and measurements) that is provided by Customer in connection with the use or receipt of the Products and Support Services (or generated or created in the course of AVEVA providing the Products and Support Services) for the purposes of developing, improving, optimizing, and delivering Products and Support Services; provided, however, that any disclosure of such data shall only include information or data that AVEVA develops or derives from such collected data or information (but such disclosure will not include the actual underlying Confidential Information of Customer).

Confidentiality Obligations. Each Third Party or third party whose Confidential Information has been disclosed retains ownership of its Confidential Information. Each Party Originator agrees to (i) protect that it will keep the Confidential Information received from (as defined below) confidential and will not, without the Disclosing Party in the same manner as it protects the confidentiality prior written consent of Renasant Bank, use or disclose or permit any of its own proprietary officers, directors, partners, employees, agents or representatives to use or disclose any Confidential Information to any person or entity other than: (a) such disclosure to or use by its employees, directors, auditors, attorneys and confidential materials but governmental or regulatory authorities exercising supervision over it who have a need to know such information in no event with less than reasonable care; order for Third Party Originator to carry out its responsibilities under this Agreement, (b) such disclosure and (ii) use as is expressly provided for in and as reasonably necessary to carry out the purposes for which the Confidential Information received from the Disclosing Party solely for the purpose of the is disclosed in connection with this Agreement. Upon termination of the Agreement or upon written request submitted , (c) as expressly authorized by the Disclosing Party, whichever comes first, the Receiving Party shall return or destroy, at the Disclosing Party’s choice, all of the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, AVEVA shall not be required to return or destroy any such Confidential Information if such return or destruction is impracticable or technically infeasible. Except with respect to its Affiliates, employees, contractorsRenasant Bank, or agents who need to know Confidential Information in order to support the performance of such Party’s obligations related to the Agreement, and who are contractually bound by confidentiality obligations that are at least as protective as those contained in the Agreement, neither Party shall, disclose to any person any Confidential Information received from the Disclosing Party without the Disclosing Party’s prior written consent. The Receiving Party will be responsible for any breach of this Section 5 (Confidentialityd) by its Affiliates, employees, contractors, and agents and any third party to whom it discloses Confidential Information in accordance with this Section 5 (Confidentiality). For Confidential Information that does not constitute a “trade secret” under applicable law, these confidentiality obligations will expire three (3) years after the termination or expiration of the Agreement. For Confidential Information that constitutes a “trade secret” under applicable law, these confidentiality obligations will continue until such information ceases to constitute a “trade secret” under such applicable law. However, the Receiving Party may disclose Confidential Information as disclosure by compulsion pursuant to an order a validly issued subpoena or other judicial or administrative order, and then only with prior written notice to Renasant Bank. “Confidential Information” shall mean any non-public information which Third Party Originator may acquire during the term of a court or governmental agency, provided, that, if permitted by applicable law, the Receiving Party shall first notify the Disclosing Party of such order and afford the Disclosing Party the opportunity to seek a protective order this Agreement relating to such disclosure. Notwithstanding anything to the contrary contained in this Agreement, Customer authorizes AVEVA to collect, use, disclose, and modify in perpetuity information or data (Renasant Bank including, but not limited to, general usage business practices, procedures, and loan programs or any information relating to any customers, including, without limitation, applicants or borrowers of any Loan purchased by Renasant Bank. Third Party Originator further agrees to abide by Renasant Bank’s privacy policies and measurements) that is provided procedures with respect to such Confidential Information as such policies and procedures are communicated by Customer in connection with Renasant Bank to Third Party Originator from time to time. Third Party Originator will not disclose the use Confidential Information, or receipt permit the disclosure of the Products Confidential Information, to any third party contractor, in any manner whatsoever, in whole or in part, except upon prior notice to Renasant Bank and Support Services (or generated or created as expressly permitted by Renasant Bank and subject to the execution of a separate non- disclosure agreement by each such contractor in the course favor of AVEVA providing the Products and Support Services) for the purposes of developing, improving, optimizing, and delivering Products and Support Services; provided, however, that any disclosure of such data shall only include information or data that AVEVA develops or derives from such collected data or information (but such disclosure will not include the actual underlying Confidential Information of Customer)Renasant Bank.

Confidentiality Obligations. Each Party The Executive recognizes and acknowledges that the business interests of the Company require a confidential relationship between the Company and the Executive and the fullest protection and confidential treatment of the financial data, customer information, supplier information, market information, marketing and/or promotional techniques and methods, pricing information, purchase information, sales policies, employee lists, policy and procedure information, records, advertising information, computer records, trade secrets, know-how, plans and programs, sources of supply and other knowledge of the business of the Company (all of which are hereinafter jointly termed “Confidential Information”) which have been or third party whose may in whole or in part be conceived, learned or obtained by the Executive in the course of the Executive’s employment with Viatris prior to the Transition Time and continued advisory service following the Transition Time. Accordingly, the Executive agrees to keep secret and treat as confidential all Confidential Information has been disclosed retains ownership whether or not copyrightable or patentable, and agrees not to knowingly use or aid others in learning of its or using any Confidential Information except in the ordinary course of business and in furtherance of the Company’s interests. During the period the Executive remains an advisor to the Board and at all times thereafter, except insofar as the Executive believes in good faith that disclosure is consistent with the Company’s business interests: (a) the Executive will not knowingly disclose any Confidential Information to anyone outside the Company; (b) the Executive will not make copies of or otherwise knowingly disclose the contents of documents containing or constituting Confidential Information; (c) as to documents which are delivered to the Executive or which are made available to him as a necessary part of the working relationships and advisor duties within the business of the Company, the Executive will treat such documents confidentially and will treat such documents as proprietary and confidential, not to be knowingly reproduced, disclosed or used without appropriate authority of the Company; (d) the Executive will not knowingly advise others that the information and/or know-how included in Confidential Information is known to or used by the Company; and (e) the Executive will not in any manner knowingly disclose or use Confidential Information for the Executive’s own account and will not knowingly aid, assist or abet others in the use of Confidential Information for their account or benefit, or for the account or benefit of any person or entity other than the Company. Each Party agrees The obligations set forth in this paragraph are in addition to any other agreements the Executive may have with the Company and any and all rights the Company may have under state or federal statutes or common law. Anything herein to the contrary notwithstanding, the provisions of this section shall not apply (i) protect when disclosure is required by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with actual or apparent jurisdiction to order the Confidential Information received from the Disclosing Party in the same manner as it protects the confidentiality of its own proprietary and confidential materials but in no event with less than reasonable care; and Executive to disclose or make accessible any information, (ii) use the Confidential Information received from the Disclosing Party solely for the purpose of the Agreement. Upon termination of the Agreement or upon written request submitted by the Disclosing Party, whichever comes first, the Receiving Party shall return or destroy, at the Disclosing Party’s choice, all of the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, AVEVA shall not be required to return or destroy any such Confidential Information if such return or destruction is impracticable or technically infeasible. Except with respect to its Affiliatesany other litigation, employeesarbitration or mediation involving this Agreement or other agreement between the Company and the Executive, contractors, or agents who need to know Confidential Information in order to support the performance of such Party’s obligations related to the Agreement, and who are contractually bound by confidentiality obligations that are at least as protective as those contained in the Agreement, neither Party shall, disclose to any person any Confidential Information received from the Disclosing Party without the Disclosing Party’s prior written consent. The Receiving Party will be responsible for any breach of this Section 5 (Confidentiality) by its Affiliates, employees, contractors, and agents and any third party to whom it discloses Confidential Information in accordance with this Section 5 (Confidentiality). For Confidential Information that does not constitute a “trade secret” under applicable law, these confidentiality obligations will expire three (3) years after the termination or expiration of the Agreement. For Confidential Information that constitutes a “trade secret” under applicable law, these confidentiality obligations will continue until such information ceases to constitute a “trade secret” under such applicable law. However, the Receiving Party may disclose Confidential Information pursuant to an order of a court or governmental agency, provided, that, if permitted by applicable law, the Receiving Party shall first notify the Disclosing Party of such order and afford the Disclosing Party the opportunity to seek a protective order relating to such disclosure. Notwithstanding anything to the contrary contained in this Agreement, Customer authorizes AVEVA to collect, use, disclose, and modify in perpetuity information or data (including, but not limited to, general usage the enforcement of any such agreement, (iii) as to information and measurementsthat becomes generally known to the public or within the relevant trade or industry other than due to the Executive’s violation of this section or (iv) as to information that is provided by Customer in connection with or becomes available to the use or receipt of Executive on a non-confidential basis from a source which is entitled to disclose it to the Products and Support Services (or generated or created in the course of AVEVA providing the Products and Support Services) for the purposes of developing, improving, optimizing, and delivering Products and Support Services; provided, however, that any disclosure of such data shall only include information or data that AVEVA develops or derives from such collected data or information (but such disclosure will not include the actual underlying Confidential Information of Customer)Executive.

Confidentiality Obligations. Each The Receiving Party or third party whose shall hold the Disclosing Party's Confidential Information has been disclosed retains ownership of its Confidential Information. Each in strictest confidence for * years after receipt, using such measures as the Receiving Party agrees uses to (i) protect the Confidential Information received from the Disclosing Party in the same manner as it protects the confidentiality of its own proprietary and confidential materials Confidential Information of like importance, but in no event with using less than reasonable care; and (ii) use the Confidential Information received from the Disclosing Party solely for the purpose of the Agreement. Upon termination of the Agreement or upon written request submitted by the Disclosing Party, whichever comes first, the Receiving Party shall return or destroy, at the Disclosing Party’s choice, all of the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, AVEVA shall not be required to return or destroy any such Confidential Information if such return or destruction is impracticable or technically infeasible. Except with respect to its Affiliates, employees, contractors, or agents who need to know Confidential Information in order to support the performance of such Party’s obligations related to the Agreement, and who are contractually bound by confidentiality obligations that are at least as protective as those contained in the Agreement, neither Party shall, disclose to any person any Confidential Information received from the Disclosing Party without the Disclosing Party’s prior written consent. The Receiving Party shall not make any disclosure of such Confidential Information, other than to its employees, consultants, agents and representatives on a need to know basis. This prohibition against disclosure includes a prohibition against disclosure by Kinetics to any Kinetics Affiliate, unless (1) Kinetics notifies Applied of a commercially reasonable need for such disclosure and (2) Kinetics obtains Applied's prior written consent to such disclosure, which consent will not be responsible unreasonably withheld, and (3) the Affiliate executes an Non-Disclosure Agreement (NDA) having confidentiality obligations at least equal to those of this Article 4. The Receiving Party shall inform each such employee, consultant, agent and representative of the Receiving Party's confidentiality obligations under this Agreement, and shall be jointly and severally liable for any breach of this Section 5 (Confidentiality) Agreement by its Affiliatesany such employee, employeesconsultant, contractors, and agents and any third party to whom it discloses Confidential Information in accordance with this Section 5 (Confidentiality)agent or representative. For Confidential Information that does not constitute a “trade secret” under applicable law, these confidentiality obligations will expire three (3) years after the termination or expiration of the Agreement. For Confidential Information that constitutes a “trade secret” under applicable law, these confidentiality obligations will continue until such information ceases to constitute a “trade secret” under such applicable law. However, the Receiving Party may disclose Confidential Information pursuant to an order of a court or governmental agency, provided, that, if permitted by applicable law, the The Receiving Party shall first notify use the Disclosing Party of such order and afford Confidential Information solely to perform the Disclosing Party the opportunity to seek a protective order relating to such disclosure. Notwithstanding anything to the contrary contained in activities contemplated by this Agreement, Customer authorizes AVEVA to collect, use, disclosethe GSA, and modify in perpetuity information or data each DSA and Development Services Agreement entered into by the Parties pursuant to Section 3 hereof. Kinetics will not, without Applied's prior written consent: (including, but not limited to, general usage information and measurementsi) that is provided use IP Rights contributed by Customer Applied in connection with the use sale to Applied's customers of Fluid Delivery Systems or receipt of the Products and Support Services Components, or (ii) sell to Applied's customers Fluid Delivery Systems or generated or created in the course of AVEVA providing the Products and Support Services) for the purposes of developing, improving, optimizing, and delivering Products and Support Services; provided, however, that any disclosure of such data shall only include information or data that AVEVA develops or derives from such collected data or information (but such disclosure will not include the actual underlying Confidential Information of Customer).Components to which Applied contributed IP

Confidentiality Obligations. Each (a) The Receiving Party or third party whose recognizes that certain Confidential Information has been disclosed retains ownership relating directly or indirectly to the Purpose, the Disclosing Party and/or its subsidiaries, affiliates, group companies, sister concerns, parent company and investors that is non-public, proprietary or confidential in nature may be furnished in writing, verbally or graphically by the Disclosing Party to the Receiving Party, on or after the date of this Agreement and in connection with the Purpose. The Receiving Party shall and shall cause each of its Representatives to strictly and unconditionally ensure the confidentiality of such Confidential Information, using the same degree of care, but no less than a reasonable degree of care, as the Receiving Party uses to protect its own confidential information. Each The Receiving Party agrees shall take all steps necessary to protect the confidentiality and secrecy of all Confidential Information of the Disclosing Party. (ib) protect The Receiving Party, may disclose the Confidential Information received from only to its directors, officers, employees, agents, affiliates consultants, advisors, attorneys and prospective debt investors (“Representatives”), who have a “need to know” such information to accomplish the Purpose and the Receiving Party shall be obliged to ensure that all such Representatives who, prior to being provided with the Confidential Information, agree to be bound by the terms of this Agreement in writing. (c) The Receiving Party agrees that it will not, without the prior written consent of the Disclosing Party in Party, make or permit to be made any copies, abstracts, or summaries of the same manner as it protects the confidentiality of its own proprietary and confidential materials but in no event with less than reasonable care; and Confidential Information. (iid) The Receiving Party, may also use or disclose the Confidential Information received from the Disclosing Party solely for the purpose of the Agreement. Upon termination of the Agreement or upon written request submitted provided by the Disclosing Party, whichever comes firstif required by any governmental request, order or law, provided that the Receiving Party shall return or destroy, at the Disclosing Party’s choice, all of the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, AVEVA shall not be required agrees to return or destroy any such Confidential Information if such return or destruction is impracticable or technically infeasible. Except with respect to its Affiliates, employees, contractors, or agents who need to know Confidential Information in order to support the performance of such Party’s obligations related to the Agreement, and who are contractually bound by confidentiality obligations that are at least as protective as those contained in the Agreement, neither Party shall, disclose to any person any Confidential Information received from provide the Disclosing Party without with immediate notice of such request so that the Disclosing Party may, to the extent reasonable, contest the requirement, seek an appropriate protective order and/or waive the Receiving Party’s prior written consentcompliance with the provisions of this Agreement. The Receiving Party shall, at the time of such disclosure, inform the relevant government of the confidential nature of the information. (e) The Receiving Party, agrees that it will be responsible not, use the Confidential Information provided by the Disclosing Party, in its own business or use or for any breach of this Section 5 (Confidentiality) by its Affiliates, employees, contractors, commercial exploitation save and agents and any third party to whom it discloses Confidential Information in accordance with this Section 5 (Confidentiality). For Confidential Information that does not constitute a “trade secret” under applicable law, these confidentiality obligations will expire three (3) years after the termination or expiration of the Agreement. For Confidential Information that constitutes a “trade secret” under applicable law, these confidentiality obligations will continue until such information ceases to constitute a “trade secret” under such applicable law. Howeverexcept, the Receiving Party may disclose Confidential Information pursuant to an order of a court or governmental agency, provided, that, if permitted by applicable law, the Receiving Party shall first notify the Disclosing Party of such order and afford the Disclosing Party the opportunity to seek a protective order relating to such disclosure. Notwithstanding anything to the contrary contained in this Agreement, Customer authorizes AVEVA to collect, use, disclose, and modify in perpetuity information or data (including, but not limited to, general usage information and measurements) that is provided by Customer in connection with the use or receipt of the Products and Support Services (or generated or created in the course of AVEVA providing the Products and Support Services) for the purposes of developing, improving, optimizing, and delivering Products and Support Services; provided, however, that any disclosure of such data shall only include information or data that AVEVA develops or derives from such collected data or information (but such disclosure will not include the actual underlying Confidential Information of Customer)Purpose.

Confidentiality Obligations. Each Neither Party shall use or third party whose Confidential disclose, or permit others to use or disclose, any of the other Party’s Proprietary Information has been disclosed retains ownership of without the disclosing Party’s prior written consent or except as expressly authorized hereunder or as required to provide the Service under this Agreement. Neither Party shall use or reproduce the Proprietary Information except as necessary to perform its Confidential Informationobligations hereunder. Each Party agrees to (i) protect the Confidential Information received from the Disclosing Party in the same manner as it protects shall safeguard the confidentiality of the Proprietary Information including, at a minimum, taking those precautions used by the receiving Party to protect its own proprietary and confidential materials but Proprietary Information of a similar nature, which in no event with shall be less than a reasonable degree of care; and (ii) use the Confidential Information received from the Disclosing Party solely for the purpose of the Agreement. Upon termination of the Agreement or upon written request submitted by the Disclosing Party, whichever comes first, the Receiving The receiving Party shall return or destroyrestrict the possession, at the Disclosing Party’s choice, all knowledge and use of the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, AVEVA shall not be required to return or destroy any such Confidential Proprietary Information if such return or destruction is impracticable or technically infeasible. Except with respect to its Affiliates, employees, contractors, or agents and subcontractors who have a need to know Confidential Information in order to support the performance for purposes of such Party’s obligations related to the Agreement, this Agreement and who are contractually bound by confidentiality obligations that are at least as protective as no less stringent than those contained in the Agreement, neither Party shall, disclose to any person any Confidential Information received from the Disclosing Party without the Disclosing Party’s prior written consentherein. The Receiving receiving Party may disclose Proprietary Information as required by law, regulation or judicial process, in which case, the receiving Party will be responsible use reasonable efforts under the circumstances to disclose only such information as is required and to seek confidential treatment for any breach Proprietary Information so disclosed. The receiving Party promptly shall notify the disclosing Party of any facts known to such Party regarding any unauthorized disclosure or use of the Proprietary Information. All Proprietary Information shall remain the exclusive property of the disclosing Party. The terms of this Section 5 (Confidentiality) by its Affiliates, employees, contractors, and agents and any third party to whom it discloses Confidential Information in accordance with this Section 5 (Confidentiality). For Confidential Information that does not constitute a “trade secret” under applicable law, these confidentiality obligations will expire three (3) years after the 9.1 shall survive termination or expiration of this Agreement so long as such information continues to be subject to reasonable secrecy efforts by the Agreementdisclosing Party. For “Proprietary Information” is, collectively and without regard to form, any third party information that either party has agreed to treat as confidential, and Confidential Information. Without limiting the generality of the foregoing, Customer acknowledges that the Service, Compliance Portal® and Documentation, including the ideas, methods of operation, architecture, processes and know-how embodied in such items, constitute Proprietary Information of RJH or its licensors. “Confidential Information” means non-public information of value to its owner and that is the subject of its owner’s reasonable efforts to maintain confidentiality thereof. Confidential Information shall not include any information that constitutes a “trade secret” under applicable law, these the receiving Party can demonstrate: (a) was in the receiving Party’s possession at the time of disclosure by the disclosing Party without confidentiality obligations will continue until such information ceases to constitute a “trade secret” under such applicable law. However, the Receiving Party may disclose Confidential Information pursuant to an order of a court or governmental agency, provided, that, if permitted by applicable law, the Receiving Party shall first notify the Disclosing Party of such order and afford the Disclosing Party the opportunity to seek a protective order relating to such disclosure. Notwithstanding anything obligation; (b) becomes known to the contrary contained in this Agreement, Customer authorizes AVEVA receiving Party through disclosure by sources other than the disclosing Party who have the legal right to collect, use, disclose, and modify in perpetuity information or data (including, but not limited to, general usage information and measurements) that is provided by Customer in connection with the use or receipt of the Products and Support Services (or generated or created in the course of AVEVA providing the Products and Support Services) for the purposes of developing, improving, optimizing, and delivering Products and Support Servicesdisclose such Proprietary Information without confidentiality obligation; provided, however, that any disclosure of such data shall only include information or data that AVEVA develops or derives from such collected data or information (but such disclosure will not include the actual underlying Confidential Information of Customer).or

Confidentiality Obligations. Each Party 3.1. In consideration of the disclosure of Confidential Information by EC-Council to You, You shall agree to: • Keep the Confidential Information confidential subject to the terms and conditions of this Agreement; • Shall not use the Confidential Information or third party whose any part of it for any purpose other than the purpose by which the CHFI program is employed; • Shall not disclose the Confidential Information or any part thereof to any person other than EC-Council and its authorized personnel, and You shall require that each such authorised personnel shall comply with confidentiality provisions no less onerous than those contained in this Agreement; • Refrain from using the newly acquired skills for illegal or malicious attacks and You will not use such tools in an attempt to compromise any computer system; • As and when requested by EC-Council, You agree to commit to all acts and execute all documents as may be reasonably necessary to prevent any loss, misuse or unauthorised disclosure of the Confidential Information or any part of it; • Shall not take any copies or make any summaries or transcripts of the whole or any part of the Confidential Information save as is strictly necessary for the purpose and all such copies, summaries and transcripts shall be deemed to be, and shall be clearly identified as being, Confidential Information; • Shall notify EC-Council immediately should You become aware that any Confidential Information has been disclosed retains ownership to or is in the possession of its Confidential Information. Each Party agrees to (i) protect the any person who is not an authorised person of EC-Council; • Shall keep all Confidential Information received from in a safe and secure place and shall treat all Confidential Information in a manner which is no less secure than the Disclosing Party manner in the same manner as which it protects the confidentiality of treats its own proprietary confidential and/or Confidential information and confidential materials but in no event at least with less than reasonable care; and (ii) use the Confidential Information received from the Disclosing Party solely for the purpose of the Agreement. Upon termination of the Agreement or upon written request submitted by the Disclosing Party, whichever comes first, the Receiving Party shall return or destroy, at the Disclosing Party’s choice, all of the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, AVEVA shall not be required to return or destroy any such Confidential Information if such return or destruction is impracticable or technically infeasible. Except with respect to its Affiliates, employees, contractors, or agents who need to know Confidential Information in order to support the performance of such Party’s obligations related to the Agreement, and who are contractually bound by confidentiality obligations that are at least as protective as those contained in the Agreement, neither Party shall, disclose to any person any Confidential Information received from the Disclosing Party without the Disclosing Party’s prior written consent. The Receiving Party will be responsible for any breach of this Section 5 (Confidentiality) by its Affiliates, employees, contractors, and agents and any third party to whom it discloses Confidential Information in accordance with this Section 5 (Confidentiality). For Confidential Information that does not constitute a “trade secret” under applicable law, these confidentiality obligations will expire three (3) years after the termination or expiration of the Agreement. For Confidential Information that constitutes a “trade secret” under applicable law, these confidentiality obligations will continue until such information ceases to constitute a “trade secret” under such applicable law. However, the Receiving Party may disclose Confidential Information pursuant to an order of a court or governmental agency, provided, that, if permitted by applicable law, the Receiving Party shall first notify the Disclosing Party of such order and afford the Disclosing Party the opportunity to seek a protective order relating to such disclosure. Notwithstanding anything to the contrary contained in this Agreement, Customer authorizes AVEVA to collect, use, disclose, and modify in perpetuity information or data (including, but not limited to, general usage information and measurements) that is provided by Customer in connection with the use or receipt of the Products and Support Services (or generated or created in the course of AVEVA providing the Products and Support Services) for the purposes of developing, improving, optimizing, and delivering Products and Support Services; provided, however, that any disclosure of such data shall only include information or data that AVEVA develops or derives from such collected data or information (but such disclosure will not include the actual underlying Confidential Information of Customer).and

Confidentiality Obligations. Each Party During the Term and surviving its expiration or termination, except as set forth in Section 11.2, KHC, the Purchasers, and Vendor will regard and preserve as confidential and not disclose publicly or to any third party whose Confidential Information has been disclosed retains ownership of its (or to any other Purchaser), KHC’s, any Purchaser’s or Vendor’s Confidential Information. Each Party agrees Subject to (i) protect Section 11.2, KHC, the Confidential Information received from the Disclosing Party in the same manner as it protects the confidentiality of its own proprietary Purchasers and confidential materials but in no event with less than reasonable care; and (ii) Vendor agree to use the Confidential Information received from the Disclosing Party solely for purposes of performing their respective obligations hereunder. All Confidential Information shall remain the purpose property of KHC, the Purchasers or Vendor, as applicable. KHC, the Purchasers and Vendor shall further report to the applicable party any use or of Confidential Information that it becomes aware of and is not authorized by this Agreement. In the event that KHC, the Purchasers, or Vendor, or their employees or agents, fail to comply with this provision, KHC, the Purchasers, or Vendor, as applicable, may immediately terminate this Agreement, in addition to seeking other remedies available to it at law or equity. Upon completion or termination of this Agreement, the parties shall return any Confidential Information to the applicable party or make such other disposition thereof as may be directed or approved by the applicable party. 11.1.1 Vendor shall fully defend, indemnify and hold harmless the KHC Indemnified Parties from any and all claims, losses, suits, damages, liabilities, costs (including attorneys’ fees), expenses, and all liability of any nature or kind which may result from violations of the Agreement. Upon termination duties of confidentiality contained in Section 11.1 by Vendor, its employees, or its agents. 11.1.2 KHC and each Purchaser (subject to the Agreement or upon written request submitted by the Disclosing Party, whichever comes first, the Receiving Party shall return or destroy, at the Disclosing Party’s choice, all of the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, AVEVA shall not be required to return or destroy any such Confidential Information if such return or destruction is impracticable or technically infeasible. Except exclusion below with respect to its AffiliatesUK HealthCare) shall fully defend, employeesindemnify and hold harmless the Vendor Indemnified Parties from any and all claims, contractorslosses, suits, damages, liabilities, costs (including attorneys’ fees), expenses, and all liability of any nature or kind which may result from violations of the duties of confidentiality contained in Section 11.1 by KHC, a Purchaser, or agents who need any of their respective employees or agents. If such indemnification is related only to know Confidential Information KHC’s or a particular Purchaser’s violation of Section 11.1, the indemnification obligation set forth in order to support the performance of such Party’s obligations related to the Agreement, and who are contractually bound by confidentiality obligations that are at least as protective as those contained in the Agreement, neither Party shall, disclose to any person any Confidential Information received from the Disclosing Party without the Disclosing Party’s prior written consent. The Receiving Party will be responsible for any breach of this Section 5 (Confidentiality) by its Affiliates11.1.2 is limited to KHC or the particular Purchaser, employees, contractors, and agents and any third party as applicable. This Section 11.1.2 shall not apply to whom it discloses Confidential Information in accordance with this Section 5 (Confidentiality). For Confidential Information that does not constitute UK HealthCare if UK HealthCare is a “trade secret” Purchaser under applicable law, these confidentiality obligations will expire three (3) years after the termination or expiration of the Agreement. For Confidential Information that constitutes a “trade secret” under applicable law, these confidentiality obligations will continue until such information ceases to constitute a “trade secret” under such applicable law. However, the Receiving Party may disclose Confidential Information pursuant to an order of a court or governmental agency, provided, that, if permitted by applicable law, the Receiving Party shall first notify the Disclosing Party of such order and afford the Disclosing Party the opportunity to seek a protective order relating to such disclosure. Notwithstanding anything to the contrary contained in this Agreement, Customer authorizes AVEVA to collect, use, disclose, and modify in perpetuity information or data (including, but not limited to, general usage information and measurements) that is provided by Customer in connection with the use or receipt of the Products and Support Services (or generated or created in the course of AVEVA providing the Products and Support Services) for the purposes of developing, improving, optimizing, and delivering Products and Support Services; provided, however, that any disclosure of such data shall only include information or data that AVEVA develops or derives from such collected data or information (but such disclosure will not include the actual underlying Confidential Information of Customer).

Confidentiality Obligations. Each Receiving Party or third party whose will: (a) maintain the Disclosing Party’s Confidential Information has been disclosed retains ownership of its Confidential Information. Each Party agrees to in strict confidence; (ib) protect the Confidential Information received from the Disclosing Party in and safeguard it using at least the same manner degree of care as it protects uses to protect the confidentiality of its own proprietary and confidential materials information of similar importance, but in no event with less than a commercially reasonable degree of care; and (iic) not use the Confidential Information received from of the Disclosing Party solely except as necessary to perform its obligations or the exercise of its rights under this Agreement (for the purpose of the Agreement. Upon termination of the Agreement or upon written request submitted by the Disclosing Party, whichever comes firstclarity, the Receiving Party shall return foregoing clause (c) is not a license of Intellectual Property Rights does not modify or destroy, at expand the Disclosing Party’s choice, all of the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, AVEVA shall not be required to return or destroy any such Confidential Information if such return or destruction is impracticable or technically infeasible. Except with respect to its Affiliates, employees, contractors, or agents who need to know Confidential Information in order to support the performance of such Party’s obligations related to the Agreement, and who are contractually bound by confidentiality obligations Intellectual Property Rights that are at least as protective as those contained in the Agreement, neither Party shall, disclose licensed pursuant to any person any Confidential Information received from the Disclosing Party without the Disclosing Party’s prior written consentSection 2 (Licenses) or Section 3.2(c) (if any)). The Receiving Party will not disclose or cause to be responsible disclosed any Confidential Information of the Disclosing Party without first obtaining the prior written consent of the Disclosing Party, except for any breach of disclosures expressly permitted pursuant to this Section 5 (Confidentiality) by its Affiliates, employees, contractors, and agents and any third party to whom it discloses Confidential Information in accordance with this Section 5 6 (Confidentiality). For Receiving Party shall immediately, upon discovery of any disclosure or use of Confidential Information that does not constitute authorized hereunder, notify Disclosing Party and take reasonable steps to prevent any further unauthorized disclosure or unauthorized use of Confidential Information. Receiving Party’s obligations under this Section 6.3 (Confidentiality Obligations) with respect to Confidential Information of the Disclosing Party shall survive for a “trade secret” under applicable law, these confidentiality obligations will expire three period of five (35) years after following the termination or expiration of the Agreement. For Confidential Information that this Agreement except with respect to trade secrets, which shall survive as long as such information constitutes a “trade secret” under applicable law. To the extent of any conflict between this Section 6 (Confidentiality) and any of Sections 2.1 (Licenses to iRTC) and 3.2 (Technology Transfer), these confidentiality obligations will continue until such information ceases Sections 2.1 (Licenses to constitute a “trade secret” under such applicable law. HoweveriRTC) and 3.2 (Technology Transfer), the Receiving Party may disclose Confidential Information pursuant to an order of a court or governmental agencyas applicable, provided, that, if permitted by applicable law, the Receiving Party shall first notify the Disclosing Party of such order govern and afford the Disclosing Party the opportunity to seek a protective order relating to such disclosure. Notwithstanding anything to the contrary contained in this Agreement, Customer authorizes AVEVA to collect, use, disclose, and modify in perpetuity information or data (including, but not limited to, general usage information and measurements) that is provided by Customer in connection with the use or receipt of the Products and Support Services (or generated or created in the course of AVEVA providing the Products and Support Services) for the purposes of developing, improving, optimizing, and delivering Products and Support Services; provided, however, that any disclosure of such data shall only include information or data that AVEVA develops or derives from such collected data or information (but such disclosure will not include the actual underlying Confidential Information of Customer)control.

Confidentiality Obligations. Each Party i. CONSULTANT shall not, during the term of this Agreement or third party whose for ten (10) years after the date of expiration or termination of this Agreement, use any Confidential Information has been disclosed retains ownership for any purpose whatsoever other than the performance of its the Services on behalf of SUNESIS, or disclose Confidential Information to any third party. CONSULTANT agrees not to make copies of Confidential Information except as authorized by SUNESIS. CONSULTANT agrees that Confidential Information, including any copies thereof, shall remain the sole property of SUNESIS. Each Party agrees Without SUNESIS’ prior written approval, CONSULTANT will not directly or indirectly disclose to anyone the existence of this Agreement or the fact that CONSULTANT has this arrangement with SUNESIS. ii. CONSULTANT shall take all reasonable precautions to prevent any unauthorized use, access or disclosure of Confidential Information, including but not limited to (i) using the highest degree of care that it utilizes to protect the Confidential Information received from the Disclosing Party in the same manner as it protects the confidentiality of its own proprietary and most sensitive confidential materials but in no event with less than reasonable care; and information of a similar nature, (ii) use the Confidential Information received from the Disclosing Party solely for the purpose of the Agreement. Upon termination of the Agreement or upon written request submitted by the Disclosing Party, whichever comes first, the Receiving Party shall return or destroy, at the Disclosing Party’s choice, all of the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, AVEVA shall not be required to return or destroy maintaining any such Confidential Information if such return or destruction is impracticable or technically infeasible. Except with respect any information derived therefrom wholly separate from information provided to its Affiliates, employees, contractors, or agents who need to know Confidential Information in order to support the performance of such Party’s obligations related to the Agreement, and who are contractually bound CONSULTANT by confidentiality obligations that are at least as protective as those contained in the Agreement, neither Party shall, disclose to any person any Confidential Information received from the Disclosing Party without the Disclosing Party’s prior written consent. The Receiving Party will be responsible for any breach of this Section 5 (Confidentiality) by its Affiliates, employees, contractors, and agents and any third party to whom it discloses or belonging thereto, (iii) not taking any such Confidential Information into the facilities of any third party, (iv) not copying or reverse engineering any such Confidential Information, except to the extent necessary to perform the Services, and (v) immediately informing SUNESIS, in accordance with writing, of any actual or suspected unauthorized use, disclosure or access to Confidential Information. iii. Upon expiration or termination of this Agreement, or upon SUNESIS’ earlier request, CONSULTANT will deliver to SUNESIS all Confidential Information and any property relating thereto and all tangible embodiments thereof in CONSULTANT’s possession or control. iv. This Section 5 (Confidentiality). For 2(b) shall not prevent CONSULTANT from disclosing Confidential Information that does not constitute a “trade secret” under applicable law, these confidentiality obligations will expire three (3) years after the termination or expiration of the Agreement. For Confidential Information that constitutes a “trade secret” under applicable law, these confidentiality obligations will continue until such information ceases it is required to constitute a “trade secret” under such applicable law. However, the Receiving Party may disclose Confidential Information pursuant to an order or requirement of a court or other governmental agency, ; provided, thathowever, if permitted by applicable law, the Receiving Party CONSULTANT shall first notify the Disclosing Party provide prompt notice to SUNESIS of such order and afford the Disclosing Party or requirement to enable SUNESIS the opportunity to seek a protective order relating to or otherwise prevent or restrict such disclosure. Notwithstanding anything to the contrary contained in this Agreement, Customer authorizes AVEVA to collect, use, disclose, and modify in perpetuity information or data (including, but not limited to, general usage information and measurements) that is provided by Customer in connection with the use or receipt of the Products and Support Services (or generated or created in the course of AVEVA providing the Products and Support Services) for the purposes of developing, improving, optimizing, and delivering Products and Support Services; provided, however, that any disclosure of such data shall only include information or data that AVEVA develops or derives from such collected data or information (but such disclosure will not include the actual underlying Confidential Information of Customer).

Confidentiality Obligations. Each The Interested Party has the duty and to cause its Representatives to perform the following obligations in respect of maintaining the Confidential Information received and use reasonable care not to disclose the Confidential Information to any third party, such care to be at least commensurate with the care exercised by the Interested Party with respect to preserving its own Confidential Information, namely: keep the Confidential Information secret and confidential; not use or exploit the Confidential Information in any way, except for the Permitted Purpose; not, directly or indirectly disclose or make available any Confidential Information in whole or in part to any person, except as expressly permitted by, and in accordance with, the terms of this Agreement; not make any Copies, except as expressly permitted by, and in accordance with, the terms of this Agreement; not use, reproduce, transform or store the Confidential Information in an externally accessible computer or electronic information retrieval system, or transmit it in any form or by any means outside its usual place of business; ensure that no person gets access to or obtains any Confidential Information from the Interested Party or third party whose its Representatives; and inform the Disclosing Party or its Representatives immediately on becoming aware, or suspecting, that Confidential Information has been disclosed retains ownership of its Confidential Informationto, or otherwise obtained by, an unauthorized third party. Each The Interested Party agrees to (i) protect shall only make such Copies as are strictly necessary for the Confidential Information received Permitted Purpose and shall: clearly mark all Copies as confidential; ensure that all Copies can be separately identified from the Disclosing Party in the same manner as it protects the confidentiality of its their own proprietary and confidential materials but in no event with less than reasonable careinformation; and (ii) use ensure that all Copies within its control are protected against theft or unauthorized access. Nothing in this Agreement shall be construed as: creating any obligation on the Confidential Information received from the Disclosing Party solely for the purpose of the Agreement. Upon termination of the Agreement or upon written request submitted by the Disclosing Party, whichever comes first, the Receiving Party shall return or destroy, at the Disclosing Party’s choice, all part of the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, AVEVA shall not be required party to return or destroy any such Confidential Information if such return or destruction is impracticable or technically infeasible. Except with respect to its Affiliates, employees, contractors, or agents who need to know Confidential Information in order to support the performance of such Party’s obligations related to the Agreement, and who are contractually bound by confidentiality obligations that are at least as protective as those contained in the Agreement, neither Party shall, disclose to any person any Confidential Information received to the Interested Party; and creating any obligation or an expectation on the part of either Party to enter into a business relationship with the other Party, or an obligation to refrain from the Disclosing Party without the Disclosing Party’s prior written consent. The Receiving Party will be responsible for any breach of this Section 5 (Confidentiality) by its Affiliates, employees, contractors, and agents and entering into a business relationship with any third party or an obligation on the GoE to whom award the tender for the Proposed Transaction to the Interested Party. Provided it discloses Confidential Information in accordance complies with this Section 5 (Confidentiality). For Confidential Information that does not constitute a “trade secret” its obligations under applicable law, these confidentiality obligations will expire three (3) years after the termination or expiration of the Agreement. For Confidential Information that constitutes a “trade secret” under applicable law, these confidentiality obligations will continue until such information ceases to constitute a “trade secret” under such applicable law. However64.2, the Receiving Interested Party may disclose Confidential Information pursuant to an order its Representatives or a Permitted Recipient. Where Confidential Information is disclosed to a Representative or Permitted Recipient, the Interested Party shall: inform such a Representative or the Permitted Recipient of the confidential nature of the Confidential Information before it is disclosed; and procure that the Representative or the Permitted Recipient shall, in relation to any Confidential Information disclosed to it, comply with this Agreement as if it were the Interested Party. The Interested Party shall be liable for the actions or omissions of its Representatives in relation to the Confidential Information as if they were the actions or omissions of the Interested Party. The Interested Party may disclose Confidential Information to the extent required by law, by any governmental or other regulatory authority or by a court or governmental agency, provided, other authority of competent jurisdiction provided that, if to the extent it is legally permitted by applicable lawto do so, the Receiving Interested Party shall first notify give the Disclosing Party as much notice of such order disclosure as possible and, where notice of disclosure is not prohibited and afford is given in accordance with this Clause, the Interested Party shall take into account the Disclosing Party Party’s reasonable requests in relation to the opportunity to seek a protective order relating to content of such disclosure. Notwithstanding anything to the contrary contained in this Agreement, Customer authorizes AVEVA to collect, use, disclose, and modify in perpetuity information or data (including, but not limited to, general usage information and measurements) that is provided by Customer in connection with the use or receipt of the Products and Support Services (or generated or created in the course of AVEVA providing the Products and Support Services) for the purposes of developing, improving, optimizing, and delivering Products and Support Services; provided, however, that any disclosure of such data shall only include information or data that AVEVA develops or derives from such collected data or information (but such disclosure will not include the actual underlying Confidential Information of Customer).

Confidentiality Obligations. Each Party or third party whose Confidential Information has been disclosed retains ownership of its Confidential Information. Each Party Trident agrees to that: (i) Trident will not use, reproduce, or exploit Entropic Information for any purpose other than performing Services as contemplated under this Agreement; (ii) Trident will hold all Entropic Information in strict confidence and will not disclose or otherwise make available Entropic Information to any third party, and Trident will restrict access to Entropic Information to those of its employees who have a need to know such information in order to perform the Services; (iii) Trident will take all reasonable and necessary steps to protect the Confidential Entropic Information received from the Disclosing Party in inadvertent or unintentional disclosure to third parties and will protect Entropic Information from unauthorized access, disclosure, or use with at least the same manner degree of care as it protects the confidentiality of Trident uses to protect its own proprietary trade secret information of equivalent importance, and confidential materials but in any event no event with less than reasonable care; (iv) Trident will reproduce, on all copies of documents and materials containing Entropic Information made by Trident or its employees, agents, or contractors, all proprietary rights notices of Entropic appearing on the original copy of such document or material; and (v) Trident will, at Entropic’s request, promptly return to Entropic or destroy all documents and materials in tangible form, and permanently erase all data in electronic form, containing any Entropic Information, and certify in writing signed by an executive officer of Trident that Trident has fully complied with this obligation. Trident will ensure that each employee, agent, and contractor of Trident or its Affiliates who performs the Services or will otherwise receive disclosure of Entropic Information has signed Trident’s standard form of employee or independent contractor (iias appropriate) use nondisclosure agreement. Trident acknowledges and agrees that Trident and its Affiliates have no right, title, or interest of any nature in any Entropic Information, other than a limited, non-transferable, non-sublicenseable, non-exclusive license during the Confidential Information received from the Disclosing Party solely for the purpose of the Agreement. Upon termination term of the Agreement or upon written request submitted by the Disclosing Party, whichever comes first, the Receiving Party shall return or destroy, at the Disclosing Party’s choice, all of the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, AVEVA shall not be required to return or destroy any such Confidential use and reproduce Entropic Information if such return or destruction is impracticable or technically infeasible. Except with respect to its Affiliates, employees, contractors, or agents who need to know Confidential Information in order to support the performance of such Party’s obligations related solely to the Agreement, and who are contractually bound by confidentiality obligations that are at least extent necessary to perform the Services as protective as those contained in the Agreement, neither Party shall, disclose to any person any Confidential Information received from the Disclosing Party without the Disclosing Party’s prior written consent. The Receiving Party will be responsible for any breach of this Section 5 (Confidentiality) by its Affiliates, employees, contractors, and agents and any third party to whom it discloses Confidential Information in accordance with this Section 5 (Confidentiality). For Confidential Information that does not constitute a “trade secret” contemplated under applicable law, these confidentiality obligations will expire three (3) years after the termination or expiration of the Agreement. For Confidential Information that constitutes a “trade secret” under applicable law, these confidentiality obligations will continue until such information ceases to constitute a “trade secret” under such applicable law. However, the Receiving Party may disclose Confidential Information pursuant to an order of a court or governmental agency, provided, that, if permitted by applicable law, the Receiving Party shall first notify the Disclosing Party of such order and afford the Disclosing Party the opportunity to seek a protective order relating to such disclosure. Notwithstanding anything to the contrary contained in this Agreement, Customer authorizes AVEVA to collect, use, disclose, and modify in perpetuity information or data (including, but not limited to, general usage information and measurements) that is provided by Customer in connection with the use or receipt of the Products and Support Services (or generated or created in the course of AVEVA providing the Products and Support Services) for the purposes of developing, improving, optimizing, and delivering Products and Support Services; provided, however, that any disclosure of such data shall only include information or data that AVEVA develops or derives from such collected data or information (but such disclosure will not include the actual underlying Confidential Information of Customer).

Confidentiality Obligations. 10.1.1 Each Party or third party whose shall protect the confidentiality and secrecy of the other party's Confidential Information has been disclosed retains ownership of and shall prevent any improper disclosure or use thereof inconsistent with the rights granted in this Agreement, by its Confidential Information. Each Party agrees to (i) protect the Confidential Information received from the Disclosing Party employees, agents, contractors or consultants, in the same manner as it protects and with the confidentiality same degree of its own proprietary and confidential materials care (but in no event with less than a reasonable degree of care; and (ii) use the Confidential Information received as it uses in protecting its own information of a confidential nature for a period of [...***...] from the Disclosing Party solely for the purpose of the Agreement. Upon termination of the Agreement or upon written request submitted by the Disclosing Party, whichever comes first, the Receiving Party shall return or destroy, at the Disclosing Party’s choice, all of the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, AVEVA shall not be required to return or destroy any such Confidential Information if such return or destruction is impracticable or technically infeasible. Except with respect to its Affiliates, employees, contractors, or agents who need to know Confidential Information in order to support the performance date of such Party’s obligations related disclosure. Supplier shall use all commercially reasonable efforts to the Agreemententer into a confidential disclosure agreement with its agents, and who are contractually bound by confidentiality obligations that are contractors and/or consultants which is at least as protective restrictive as those contained in the Agreement, neither Party shall, disclose this Article 10 to protect any person any Dot Hill Confidential Information received from the Disclosing Party without the Disclosing Party’s prior written consent. The Receiving Party will be responsible for any breach of this Section 5 (Confidentiality) by its Affiliates, employees, contractors, and agents and any third party provided to whom it discloses Confidential Information Supplier in accordance with this Section 5 (ConfidentialityArticle 10 that is also provided to such third party(ies). For [...***...] = 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. 10.1.2 Each party must inform its employees having access to the other's Confidential Information that does not constitute of restrictions required to comply with this Section. Each party agrees to provide notice to the other immediately after learning of or having reason to suspect a “trade secret” under applicable law, these confidentiality obligations will expire three (3) years after the termination or expiration breach of any of the Agreementrestrictions of this Article 10. 10.1.3 Dot Hill retains for itself all proprietary rights it possesses in and to all Dot Hill Confidential Information. For Accordingly, Dot Hill Confidential Information that constitutes which Dot Hill may furnish to Supplier will be in Supplier's possession pursuant only to a “trade secret” restrictive, nontransferable, nonexclusive license under applicable law, these confidentiality obligations will continue until which Supplier may use such information ceases to constitute a “trade secret” under such applicable law. However, the Receiving Party may disclose Dot Hill Confidential Information pursuant to an order under the terms of a court or governmental agency, provided, that, if permitted by applicable law, the Receiving Party shall first notify the Disclosing Party of such order and afford the Disclosing Party the opportunity to seek a protective order relating to such disclosure. Notwithstanding anything to the contrary contained in this Agreement, Customer authorizes AVEVA to collect, use, disclose, and modify in perpetuity information or data (including, but not limited to, general usage information and measurements) that is provided by Customer in connection with the use or receipt of the Products and Support Services (or generated or created in the course of AVEVA providing the Products and Support Services) solely for the purposes of developingmanufacturing, improvingoperating, optimizingservicing and repairing the Products solely for the benefit of Dot Hill. 10.1.4 Each party understands that the party receiving Confidential Information may now or in the future be developing proprietary information internally, or receiving proprietary information from third parties in confidence that may be similar to disclosed Confidential Information. Nothing in this Agreement shall be construed as a representation or inference that the receiving party will not develop products, for itself or others, that compete with the products, processes, systems or methods contemplated by disclosed Confidential Information. 10.1.5 Each party acknowledges that any material violation of the rights and obligations provided in this Article 10 may result in immediate and irreparable injury to the other party, and delivering Products hereby agrees that the other party shall be entitled to seek immediate temporary, preliminary, and Support Services; providedpermanent injunctive relief against any such continued violations upon adequate proof, howeveras required by applicable law. 10.1.6 Within thirty (30) days following the expiration or earlier termination of this Agreement, that any disclosure both parties shall, at the option of such data shall only include information the disclosing party, either return to the disclosing party or data that AVEVA develops or derives from such collected data or information (but such disclosure will not include destroy the actual underlying other party's Confidential Information of Customer)and certify the same.

Confidentiality Obligations. Each Party or third party whose (a) Supplier acknowledges that, in connection with Supplier’s activities under this Agreement, Supplier may have access to Confidential Information has been disclosed retains ownership (which includes Personal Information). All Confidential Information constitutes valuable and unique assets of its Company’s business. Supplier shall have in place appropriate, reasonable and up-to-date technical, administrative, physical and operational security measures and policies, which bind all Supplier Personnel, to protect the security, confidentiality and integrity of Confidential Information. Each Party agrees Supplier shall protect, and will ensure Supplier Personnel protect, Confidential Information to (i) protect prevent the loss of, theft of, misuse of, damage to or unauthorized Processing of Confidential Information. Supplier may disclose Confidential Information only to those Supplier Personnel who have a need to know the Confidential Information and who are under an obligation of confidentiality at least as restrictive as that contained herein. Supplier will ensure that each such recipient of Confidential Information will be advised of Supplier’s confidentiality obligations under this Agreement. Supplier agrees that Supplier will not disclose, and will ensure Supplier Personnel do not disclose, any Confidential Information to any entity or person that is not expressly permitted to receive Confidential Information, as expressly set forth in this Agreement. If the disclosure of Confidential Information is required by law, Supplier will provide Company with prompt written notice of such requirement prior to disclosure so that Company has an opportunity to seek an appropriate protective order or procedure if Company elects to do so, and Supplier shall reasonably assist Company therewith. Supplier agrees that Confidential Information may be Processed only as necessary in connection with Supplier’s responsibilities and obligations under this Agreement and for no other purpose, except as expressly set forth herein. Supplier agrees that Supplier will not Process the Confidential Information to the detriment of Company or for Supplier’s own benefit or for the benefit of any third party, including any other entity or person with which Supplier may be associated. (b) Supplier agrees that Supplier will ensure that any Personal Information received from the Disclosing Party in Company will only be disclosed to Supplier Personnel that have the same manner level (or higher) of data security protection. Supplier shall only disclose Personal Information to Supplier Personnel if Supplier and the Supplier Personnel are parties to a written contract binding the Supplier Personnel to observe all the requirements set forth in this Section. Supplier agrees that Supplier will ensure that Personal Information is not further disclosed by Supplier Personnel unless the recipient is bound, pursuant to a written contract, to observe all the requirements set forth in this Section. Supplier understands, agrees and certifies that: (1) Supplier shall not “Sell” or “Share” (as it protects defined by Applicable Law) any Personal Information, (2) Supplier shall not retain, use or disclose Personal Information for any purpose other than the confidentiality limited and specific purpose of providing the Products/Services under this Agreement, and shall not retain, use or disclose Personal Information for a commercial purpose, (3) Supplier shall not retain, use or disclose Personal Information outside of the direct business relationship between Supplier and Company, and (4) Supplier shall not combine Personal Information with personal information which Supplier receives from or on behalf of another person or persons, or collects from its own proprietary interaction with an individual. The limited and confidential materials specific purpose(s) for which Supplier, acting as a “Service Provider” (as defined by Applicable Law) hereunder, is allowed to process Personal Information under this Agreement include the following permitted purposes: (1) communicating with Company or Company personnel with regard to this Agreement or the Products/Services, (2) verifying Company or customer information in order to provide the Products/Services, (3) providing customer service related to this Agreement, (4) processing the Personal Information of Company personnel who are administering this Agreement in order to perform Supplier’s obligations under this Agreement, and (5) performing Services on behalf of Company, including maintaining or servicing accounts, processing or fulfilling orders and transactions, processing payments, and providing financing, analytic services, storage, or similar services on behalf of Company. If Supplier processes Personal Information for any other reason, or Processes the Personal Information of any individual who is not administering this Agreement, Company shall require a separate written Agreement to be executed between the parties before the processing of Personal Information can commence. Supplier agrees to cooperate with and provide all reasonable and timely assistance to Company to enable Company to respond to any verifiable request from an individual to exercise any of his or her rights under Applicable Law (including rights of access, correction, objection, deletion and data portability, as applicable), and any other request, correspondence, inquiry or complaint. Supplier further agrees to notify all Supplier Personnel of any such verifiable request, and to comply, and ensure that all Supplier Personnel comply, with any such verifiable request. (c) Immediately following expiration, cancellation or termination of this Agreement for any reason whatsoever, or upon Company’s request, Supplier shall promptly return to Company, delete and/or destroy all Confidential Information in Supplier’s possession or under Supplier’s control, which shall include the deletion of all Confidential Information in any medium, including from any computers or other electronic memory devices, and promptly certify in writing such return, deletion and/or destruction. Obligations regarding Confidential Information will survive expiration, cancellation or termination of this Agreement or any Purchase Order and continue in full force and effect. (d) In the event of a Security Incident, Supplier shall: (1) notify Company (A) immediately (but in no event more than twenty- four (24) hours) after becoming aware of the Security Incident, and (B) in a manner consistent with less than reasonable care; measures to promptly determine the scope of the Security Incident and prevent further breach of the security, confidentiality and integrity of the applicable Confidential Information (i) by contacting Company’s account manager by phone and email, and (ii) use by providing written notice to Canon U.S.A., Inc., One Canon Park, Melville, NY 11747, Attention: Vice President, Legal Division; (2) at the Confidential Information received from sole cost and expense of Supplier, in full cooperation with Company, subject to Company’s sole control and discretion, and with Company’s prior written approval, (A) issue any disclosures and notifications to affected parties, (B) on Company’s behalf, report the Disclosing Party solely for Security Incident to the purpose appropriate governmental agency or regulatory authority, as required under Applicable Law, and (C) effect any other remedial measures and/or actions as requested by Company and/or as required under Applicable Law; (3) provide Company with periodic and regular updates following the occurrence of the Agreement. Upon termination Security Incident at four (4)-hour intervals (or at other mutually agreed upon intervals or times); and (4) provide to Company logs and other pertinent records of the Agreement Security Incident for Company’s use in reporting activity that appears to violate any Applicable Law. (e) In connection with the activities hereunder, Supplier understands that Company does not wish to receive from Supplier any information that may be considered confidential and proprietary to Supplier and/or to any third party, and Company shall have no obligation, either express or upon written request submitted by the Disclosing Partyimplied, whichever comes first, the Receiving Party shall return or destroy, at the Disclosing Party’s choice, all of the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, AVEVA shall not be required to return or destroy any such Confidential Information if such return or destruction is impracticable or technically infeasible. Except with respect to its Affiliatesany information disclosed by Supplier. Supplier represents and warrants that any information disclosed hereunder to Company by Supplier is not confidential and/or proprietary to Supplier and/or to any third party. (f) Supplier agrees to notify Company, employeeswithin five (5) days, contractorsin writing, if Supplier can no longer meet Supplier’s obligations under the Applicable Law (which includes the California Privacy Rights Act of 2020), or agents who need otherwise comply with the data privacy and data protection obligations set forth herein. Company may audit or test Supplier’s systems, and any Supplier Personnel’s systems, to know ensure that Personal Information is used only for the limited and specific purpose as stated in this Agreement and the applicable written contract. Company has the right, upon notice, to take reasonable and appropriate steps to stop and remediate any unauthorized use of Company’s Confidential Information in order to support the performance of such Party’s obligations related to the Agreement, and who are contractually bound by confidentiality obligations that are at least as protective as those contained in the Agreement, neither Party shall, disclose to any person any Confidential Information received from the Disclosing Party without the Disclosing Party’s prior written consent. The Receiving Party will be responsible for any breach of this Section 5 (Confidentiality) by its Affiliates, employees, contractors, and agents and any third party to whom it discloses Confidential Information in accordance with this Section 5 (Confidentiality). For Confidential Information that does not constitute a “trade secret” under applicable law, these confidentiality obligations will expire three (3) years after the termination or expiration of the Agreement. For Confidential Information that constitutes a “trade secret” under applicable law, these confidentiality obligations will continue until such information ceases to constitute a “trade secret” under such applicable law. However, the Receiving Party may disclose Confidential Information pursuant to an order of a court or governmental agency, provided, that, if permitted by applicable law, the Receiving Party shall first notify the Disclosing Party of such order and afford the Disclosing Party the opportunity to seek a protective order relating to such disclosure. Notwithstanding anything to the contrary contained in this Agreement, Customer authorizes AVEVA to collect, use, disclose, and modify in perpetuity information or data (including, but not limited to, general usage information and measurements) that is provided by Customer in connection with the use or receipt of the Products and Support Services (or generated or created in the course of AVEVA providing the Products and Support Services) for the purposes of developing, improving, optimizing, and delivering Products and Support Services; provided, however, that any disclosure of such data shall only include information or data that AVEVA develops or derives from such collected data or information (but such disclosure will not include the actual underlying Confidential Information of Customerincluding Personal Information).

Confidentiality Obligations. Each 2.1 Unless otherwise provided in paragraph 2.3 below, the Receiving Party hereby undertakes, on its behalf and on behalf of its Representatives who receive Confidential Information: a) to treat such Confidential Information as strictly private and confidential and not to disclose or otherwise make it known to any third party whose Confidential Information has been disclosed retains ownership of its Confidential Information. Each Party agrees other than the parties to (ithis Agreement, their Representatives, or otherwise authorized in writing by the Company under this Agreement; b) protect the Confidential Information received from the Disclosing Party in the same manner as it protects to take all necessary and appropriate measures to maintain the confidentiality of the Confidential Information, and to protect it with the same degree of care as the Receiving Party would apply to its own proprietary confidential documents and confidential materials but in no event with less than reasonable careinformation; and (iiand c) to use the Confidential Information received from the Disclosing Party solely and exclusively for the purpose of the WI Concordato Proceeding and in its capacity as creditor under the WI Concordato Procedure. 2.2 In consideration of the fact that its Representatives may be granted access to the Confidential Information, the Receiving Party hereby undertakes to ensure that each Representative that receives such Confidential Information must be duly informed of the confidentiality obligations under this Agreement. Upon termination of the Agreement or upon written request submitted by the Disclosing Party, whichever comes firstTo this extent, the Receiving Party shall return or destroy, at expressly inform the Disclosing Party’s choice, all Representatives of the Disclosing Party’s confidential nature of the Confidential InformationInformation and the purpose for which it may be used and shall procure their compliance with the terms of this Agreement as if they were a party to it, including instructing them to maintain the confidentiality thereof. Notwithstanding the foregoing, AVEVA shall not be required the Receiving Party may communicate the Confidential Information, in whole or in part, to return or destroy any the Receiving Party’s Representatives who need to have access to such Confidential Information if such return due to their involvement in the WI Concordato Proceeding or destruction is impracticable or technically infeasible. Except with respect to its Affiliates, employees, contractors, or agents who need to know Confidential Information in order to support the performance of such Party’s obligations related fulfill their duties to the AgreementReceiving Party. In any event, and who are contractually bound by confidentiality obligations that are at least as protective as those contained in the Agreement, neither Party shall, disclose to any person any Confidential Information received from the Disclosing Party without the Disclosing Party’s prior written consent. The Receiving Party will shall be responsible for any breach of this Section 5 Agreement by any of its Representatives and agrees, at its sole expense, to take any measures (Confidentialityincluding but not limited to court proceedings) to restrain its Representatives from prohibited or unauthorized disclosure or use of the Confidential Information. The Receiving Party shall and will indemnify and hold the Company harmless from and against all claims, demands, liabilities, losses, damages, costs and expenses suffered or incurred by the Company arising from a breach or threatened breach of this Agreement by the Receiving Party or any of its Affiliates, employees, contractors, and agents and any third party to whom it discloses Representatives. 2.3 The Confidential Information may be disclosed to third parties without the Company’s prior written consent solely and exclusively when requested or required to comply with the applicable rules, laws, orders or regulations of any competent authority, including the Court of Milan and the Judicial Commissioners (Commissari Giudiziali) in accordance with this Section 5 (Confidentiality). For Confidential Information that does not constitute a “trade secret” under applicable law, these confidentiality obligations will expire three (3) years after the termination or expiration context of the AgreementWI Concordato Procedure. For Confidential Information that constitutes a “trade secret” under applicable lawIn such case, these confidentiality obligations will continue until to the extent permitted by such information ceases laws or provisions and to constitute a “trade secret” under such applicable law. Howeverthe extent reasonably practicable, the Receiving Party may shall: a) provide advance written notice to the Company of any Receiving Party obligation to disclose Confidential Information pursuant to an order third parties; b) provide advance written notice to the Company of a court or governmental agencythe information required to be disclosed so as to allow the Company and their advisor the opportunity, provided, that, if to the extent permitted by applicable law, to consider at its own costs and expenses lodging a challenge to any potential rulings or orders by the competent authority that would require the disclosure of the Confidential Information by Receiving Party. 2.4 In addition, without the prior written consent of the Company, the Receiving Party shall first notify and its Representatives must not disclose to any person: a) that the Disclosing Party of such order and afford the Disclosing Party the opportunity to seek a protective order relating to such disclosure. Notwithstanding anything Confidential Information has been made available to the contrary contained in this AgreementReceiving Party and its Representatives; or b) any terms conditions or other facts with respect to the WI Concordato Proceeding, Customer authorizes AVEVA to collect, use, disclose, and modify in perpetuity information or data (including, but not limited to, general usage information and measurements) that is provided by Customer in connection with including the use or receipt of the Products and Support Services (or generated or created in the course of AVEVA providing the Products and Support Services) for the purposes of developing, improving, optimizing, and delivering Products and Support Services; provided, however, that any disclosure of such data shall only include information or data that AVEVA develops or derives from such collected data or information (but such disclosure will not include the actual underlying Confidential Information of Customer)status thereof.

Confidentiality Obligations. Each Party or third party whose Confidential Information has been disclosed retains ownership of its Confidential Information. Each Party agrees to (i) protect the Confidential Information received from the Disclosing Party in the same manner as it protects the confidentiality of its own proprietary and confidential materials but in no event 12.1 In connection with less than reasonable care; and (ii) use the Confidential Information received from the Disclosing Party solely for the purpose of the Agreement. Upon termination of the Agreement or upon written request submitted by the Disclosing Party, whichever comes first, the Receiving Party shall return or destroy, at the Disclosing Party’s choice, all of the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, AVEVA shall not be required to return or destroy any such Confidential Information if such return or destruction is impracticable or technically infeasible. Except with respect to its Affiliates, employees, contractors, or agents who need to know Confidential Information in order to support the performance of such Party’s obligations related to the this Agreement, and who are contractually bound a party may have access to certain confidential information (“Recipient”) of the other party or any of its Affiliates (the “Confidential Information”) as provided by confidentiality obligations that are at least as protective as those contained in or on behalf of the Agreement, neither Party shall, disclose to any person any Confidential Information received from the Disclosing Party without the Disclosing Party’s prior written consent. The Receiving Party will be responsible for any breach of this Section 5 other party (Confidentiality) by its Affiliates, employees, contractors, and agents and any third party to whom it discloses Confidential Information in accordance with this Section 5 (Confidentiality“Discloser”). For Confidential Information that does not constitute a “trade secret” under applicable law, these confidentiality obligations will expire three (3) years after the termination or expiration of the Agreement. For Confidential Information that constitutes a “trade secret” under applicable law, these confidentiality obligations will continue until such information ceases to constitute a “trade secret” under such applicable law. However, the Receiving Party may disclose Confidential Information pursuant to an order of a court or governmental agency, provided, that, if permitted by applicable law, the Receiving Party shall first notify the Disclosing Party of such order and afford the Disclosing Party the opportunity to seek a protective order relating to such disclosure. Notwithstanding anything to the contrary contained Except as otherwise provided in this Agreement, Customer authorizes AVEVA during and after the term of this Agreement, Recipient shall hold Discloser’s Confidential Information in confidence using the same degree of care that it uses to collect, use, disclose, and modify in perpetuity information or data protect its own Confidential Information (including, but not limited to, general usage less than a reasonable standard of care). Confidential Information includes: (i) the terms and pricing under this Agreement; (ii) any written information and measurements) that is provided by Customer in connection clearly identified or marked as confidential; (iii) Supplier Data, with the use or receipt exception of Supplier Data that constitutes Protected Health Information, which shall be governed by Section 7, (iv) the Products Code, (v) the Services Content, Deliverables and Support Services Derivative Works to the extent applicable; and (or generated or created in vi) any information that Recipient should reasonably believe is confidential to Discloser. To the course of AVEVA providing the Products and Support Services) for the purposes of developingextent any Premier IDS Property constitutes Confidential Information, improving, optimizing, and delivering Products and Support Services; provided, however, that any disclosure of such data it shall only include information or data that AVEVA develops or derives from such collected data or information (but such disclosure will not include the actual underlying be deemed Confidential Information of CustomerPremier IDS. To the extent any Supplier Data constitutes Confidential Information, it shall be deemed your Confidential Information. 12.2 A party’s Confidential Information shall not include information that: (i) is or becomes a part of the public domain through no act or omission of Recipient or any third party in violation of any obligation of confidentiality; (ii) as evidenced by documentation, was in Recipient’s lawful possession prior to the disclosure and had not been obtained by Recipient either directly or indirectly from the disclosing party or any third party in violation of any obligation of confidentiality; (iii) as evidenced by documentation, is lawfully and properly disclosed to Recipient by a third-party without restriction on disclosure; (iv) as evidenced by documentation, is independently developed by Recipient without use of or access to any Confidential Information of Discloser. In the event Recipient is required to disclose any Confidential Information of Discloser pursuant to any governmental or judicial authority, process or order, Recipient shall provide prompt notice thereof to Discloser in order that Discloser may have an opportunity to intercede in such required disclosure to contest such disclosure or seek a protective order. 12.3 Notwithstanding the foregoing in this Section 12, you acknowledge and agree that the Service Provider shall have the right (and in certain cases, be required) to disclose your name(s) (and your Affiliates and participants) to third parties with respect to certain Service(s).