Common use of Confidentiality of Terms Clause in Contracts

Confidentiality of Terms. Until the Closing, (a) any unpublished patent applications will continue to be the confidential information of Seller, (b) such unpublished patent applications themselves will solely be provided to outside counsel designated by Purchaser that is bound by the Common Interest Agreement with Seller set forth in Exhibit E hereto, and (c) the parties hereto will keep the foregoing unpublished patent applications confidential and will not use the information contained therein in any manner except in connection with Purchaser’s evaluation of the transaction contemplated by this Agreement. The parties will keep the terms of this Agreement and the identities of Purchaser’s affiliates confidential and will not now or hereafter divulge any of this information to any third party except (a) with the prior written consent of the other party; (b) as otherwise may be required by law or legal process; (c) during the course of litigation, so long as the disclosure of such terms and conditions is restricted in the same manner as is the confidential information of other litigating parties; (d) in confidence to its legal counsel, accountants, banks, and financing sources and their advisors solely in connection with complying with or administering its obligations with respect to this Agreement; (e) by Purchaser, to potential licensees of and, after the Closing, to potential purchasers of the Assigned Patent Rights or the Abandoned Assets; (f) after the Closing, in order to perfect Purchaser’s interest in the Assigned Patent Rights or the Abandoned Assets with any governmental patent office (including, without limitation, recording the Executed Assignments in any governmental patent office); or (g) after the Closing, to enforce Purchaser’s right, title, and interest in and to the Assigned Patent Rights or the Abandoned Assets; provided that, in (b) and (c) above, (i) to the extent permitted by law, the disclosing party will use all legitimate and legal means available to minimize the disclosure to third parties, including, without limitation, seeking a confidential treatment request or protective order whenever appropriate or available; and (ii) the disclosing party will provide the other party with at least ten (10) days’ prior written notice of such disclosure. Without limiting the foregoing, Seller will cause its agents involved in this transaction to abide by the terms of this paragraph, including, without limitation, ensuring that such agents do not disclose or otherwise publicize the terms of this Agreement with actual or potential clients in marketing materials, or industry conferences, except as provided in Exhibit I. With respect to disclosure under this paragraph 8.4, as of the date of this Agreement, Seller and Purchaser have agreed to only the limited public disclosures in Exhibit I, which disclosures are subject to the terms and conditions in Exhibit I.

Confidentiality of Terms. Until the Closing, (a) any unpublished patent applications will continue to be the confidential information of Seller, (b) such unpublished patent applications themselves will solely be provided to outside counsel designated by Purchaser that is bound by the Common Interest Agreement with Seller set forth in Exhibit E hereto, and (c) the parties The Parties hereto will keep the foregoing unpublished patent applications confidential terms and will not use the information contained therein in any manner except in connection with Purchaser’s evaluation of the transaction contemplated by this Agreement. The parties will keep the terms existence of this Agreement and the identities of Purchaser’s affiliates the Parties and their Affiliates hereto confidential and will not now or hereafter divulge any of this information to any third party except (a) with the prior written consent of the other partyParty; (b) with obligations of confidentiality at least as stringent as those contained herein, to a counterparty in connection with a proposed merger, acquisition, sale or license of patents, financing or similar transaction; (c) as otherwise may be required by law or legal process, including in confidence to legal, financial and monetization advisors in their capacity of advising a Party in such matters; (cd) during the course of litigation, so long as the disclosure of such terms and conditions is restricted in the same manner as is the confidential information of other litigating parties; (de) in confidence to its legal counsel, accountants, banks, banks and financing sources and their advisors solely in connection with complying with or administering its obligations with respect to this Agreement; (e) by Purchaser, to potential licensees of and, after the Closing, to potential purchasers of the Assigned Patent Rights or the Abandoned Assetsfinancial transactions; (f) after the Closingby Purchaser, in order to perfect Purchaser’s interest in the Assigned Patent Rights or the Abandoned Assets with any governmental patent office (including, without limitation, recording the Executed Assignments Assignment in any governmental patent office); or (g) after the Closing, to enforce Purchaser’s right, title, title and interest in and to the Assigned Patent Rights Rights; or (h) for the Abandoned Assetspurposes of disclosure in connection with the Securities and Exchange Act of 1934, as amended, the Securities Act of 1933, as amended, and any other reports filed with the Securities and Exchange Commission, or any other filings, reports or disclosures that may be required under applicable laws or regulations; provided that, in (bc) and through (cg) above, (i) to the extent permitted by law, the disclosing party will use all legitimate and legal means available to minimize the disclosure to third parties, including, without limitation, seeking a confidential treatment request or protective order whenever appropriate or available; and (ii) the disclosing party Party will provide the other party Party with at least ten (10) days’ prior written notice of such disclosure. Without limiting Notwithstanding the foregoing, Seller will cause may communicate to the customers, vendors, developers, distributors, suppliers, agents, resellers, replicators, and OEM of Seller and its agents involved in this transaction Affiliates, that Seller and its Affiliates are licensed under the Seller License; provided that such communication (y) is limited to abide by the existence of the Seller License and does not include the terms thereof and (z) is subject to obligations of confidentiality at least as stringent as those contained herein. Notwithstanding anything herein, Seller and its Affiliates may disclose the existence (but not the terms) of the Seller License without confidentiality obligations (1) to any third party who alleges that the Covered Products of the Seller or its Affiliate infringe any of the Patents; (2) offers Seller or its Affiliate a license to any of the Patents for Covered Products; or (3) to a third party who acquires any of the Patents. Notwithstanding the forgoing, the Seller may disclose the terms of this paragraph, including, without limitation, ensuring that such agents do not disclose or otherwise publicize the terms of this Agreement with actual or potential clients Seller License in marketing materials, or industry conferences, except as provided in Exhibit I. With respect to disclosure under this paragraph 8.4, as of the date of this Agreement, Seller and Purchaser have agreed to only the limited public disclosures in Exhibit I, which disclosures are subject Section 8.1 to the terms and conditions in Exhibit I.Seller’s Affiliates under confidentiality provisions similar to those herein.

Confidentiality of Terms. Until the Closing, (a) any unpublished patent applications will continue to be the confidential information of Seller, (b) such unpublished patent applications themselves will solely be provided to outside counsel designated by Purchaser that is bound by the Common Interest Agreement with Seller set forth in Exhibit E hereto, and (c) the parties The Parties hereto will keep the foregoing unpublished patent applications confidential terms and will not use the information contained therein in any manner except in connection with Purchaser’s evaluation of the transaction contemplated by this Agreement. The parties will keep the terms existence of this Agreement and the identities of Purchaser’s affiliates the Parties and their Affiliates confidential and will not now or hereafter divulge any of this information to any third party except as follows: (a) with the prior written consent of the other partyParty; (b) subject to obligations of confidentiality and/or privilege at least as otherwise may be required by law or stringent as those contained herein, to a Party’s legal processand financial counsel and other professional advisors, in their capacity of advising a Party in such matters; (c) during subject to obligations of confidentiality and/or privilege at least as stringent as those contained herein, to a counterparty engaged in due diligence in connection with a proposed merger, acquisition, reorganization, or financing of all or substantially of a Party’s assets or equity or in connection with a proposed sale or exclusive license of the course of litigationAssigned Patent Rights, so long as the disclosure of such terms and conditions is restricted in the same manner as is the confidential information of other litigating partiesapplicable; (d) in confidence to its legal counsel, accountants, banks, and financing sources and their advisors solely in connection with complying with or administering its obligations with respect to this Agreement; (e) by Purchaser, to potential licensees of and, after the Closing, to potential purchasers of the Assigned Patent Rights or the Abandoned Assets; (f) after the Closing, in order to perfect Purchaser’s interest in the Assigned Patent Rights or the Abandoned Assets with any governmental patent office (including, without limitation, recording the Executed Assignments Assignment in any governmental patent office); or (ge) after the Closing, to enforce Purchaser’s right, title, title and interest in and to the Assigned Patent Rights Rights; (f) to any governmental body having jurisdiction and specifically requiring such disclosure; or (g) as required during the Abandoned Assetscourse of litigation and subject to a protective order with a confidentiality designation of “Outside Attorneys’ Eyes Only” or higher; provided that, in (bf) and (cg) above, (i) to the extent permitted by law, the disclosing party will use all legitimate and legal means available to minimize the disclosure to third parties, including, without limitation, seeking a confidential treatment request or protective order whenever appropriate or available; and (ii) the disclosing party Party will provide the other party Party with at least ten (10) days’ prior written notice of such disclosure. Without limiting Notwithstanding anything to the foregoing, Seller will cause its agents involved contrary in this transaction Section 8.3, following the Closing, each Party and IP Navigation Group, LLC is entitled to abide by issue the terms of this paragraph, including, without limitation, ensuring that such agents do not disclose or otherwise publicize press release substantially in the terms of this Agreement with actual or potential clients in marketing materials, or industry conferences, except form attached hereto as provided in Exhibit I. With respect to disclosure under this paragraph 8.4, as of the date of this Agreement, Seller and Purchaser have agreed to only the limited public disclosures in Exhibit I, which disclosures are subject to the terms and conditions in Exhibit I.8.3.

Confidentiality of Terms. Until the Closing, (a) any unpublished patent applications will continue to be the confidential information of Seller, (b) such unpublished patent applications themselves will solely be provided to outside counsel designated by Purchaser that is bound by the Common Interest Agreement with Seller set forth in Exhibit E hereto, and (c) the The parties hereto will keep the foregoing unpublished patent applications confidential terms and will not use the information contained therein in any manner except in connection with Purchaser’s evaluation of the transaction contemplated by this Agreement. The parties will keep the terms existence of this Agreement and the identities of Purchaser’s the parties hereto and their affiliates confidential and will not now or hereafter divulge any of this information to any third party except (a) with the prior written consent of the other party; (b) as otherwise may be required by law or legal process; (c) during the course of litigation, so long as the disclosure of such terms and conditions is restricted in the same manner as is the confidential information of other litigating parties; (d) in confidence to its legal counsel, accountants, banks, and financing sources and their advisors solely in connection with complying with or administering its obligations with respect to this Agreement; (e) by Purchaser, to potential purchasers or licensees of and, after the Closing, to potential purchasers of the Assigned Patent Rights or the Abandoned Assets; (f) after the Closing, in order to perfect Purchaser’s interest in the Assigned Patent Rights or the Abandoned Assets with any governmental patent office (including, without limitation, recording the Executed Assignments in any governmental patent office); or (gf) after the Closing, to enforce Purchaser’s right, title, and interest in and to the Assigned Patent Rights or the Abandoned Assets; provided that, in (b) and (c) above, (i) to the extent permitted by law, the disclosing party will use all legitimate and legal means available to minimize the disclosure to third parties, including, without limitation, seeking a confidential treatment request or protective order whenever appropriate or available; and (ii) the disclosing party will provide the other party with at least ten (10) days’ prior written notice of such disclosure. Without limiting the foregoing, Seller will cause its agents involved in this transaction to abide by the terms of this paragraph, including, without limitation, ensuring that such agents do not disclose or otherwise publicize the terms existence of this Agreement transaction with actual or potential clients in marketing materials, or industry conferences, except as provided in Exhibit I. With respect to disclosure under this paragraph 8.4, as of the date of this Agreement, Seller and Purchaser have agreed to only the limited public disclosures in Exhibit I, which disclosures are subject to the terms and conditions in Exhibit I..

Confidentiality of Terms. Until the Closing, (a) any unpublished patent applications will continue to be the confidential information of Seller, (b) such unpublished patent applications themselves will solely be provided to outside counsel designated by Purchaser that is bound by the Common Interest Agreement with Seller set forth in Exhibit E hereto, and (c) the The parties hereto will keep the foregoing unpublished patent applications confidential and will not use the information contained therein in any manner except in connection with Purchaser’s evaluation of the transaction contemplated by this Agreement. The parties will keep the terms of this Agreement and the identities of Purchaser’s affiliates the parties hereto and their Affiliates confidential and will not now or hereafter divulge any of this information to any third party except (a) with the prior written consent of the other party; (b) as otherwise may be required by law or legal process, including, without limitation, by a taxing or regulatory authority; (c) during the course of litigation, so long as the disclosure of such terms and conditions is restricted in the same manner as is the confidential information of other litigating parties; (d) in confidence to its legal counsel, accountants, banks, its current and prospective financing sources and their advisors solely in connection with complying with and current and prospective investors of such party, its affiliates or administering its obligations with respect to this Agreementrelated funds; (e) the fact that the Patents have been sold and that Seller retains the right to grant licenses pursuant to the Patents (if that is the case), may be disclosed after the Closing by Purchaser, Seller or their respective Affiliates to actual or potential licensees (including Optional Licensees, as applicable) or acquirers of and(1) in the case of Seller, after the Closingrights associated with patents owned, to potential purchasers licensed, or held by Seller or any of Seller’s Affiliates or (2) in the case of Purchaser, the Assigned Patent Rights or Rights, provided that in the Abandoned Assetscase of any such disclosure by Purchaser, the recipient of such disclosed information shall be subject to obligations of confidentiality and/or privilege at least as stringent as those contained herein; (f) after the Closing, in order to perfect Purchaser’s interest in the Assigned Patent Rights or the Abandoned Assets with any governmental patent office (including, without limitation, by recording the Executed Assignments any executed assignments delivered by Seller pursuant to this Agreement in any governmental patent office); or (g) after the Closing, in order to enforce Purchaserperfect Seller’s right, title, and security interest in and to the Assigned Patent Rights by filing the Security Interest Addendum and any related financing statements, amendments, applications for registration or other forms under the Abandoned AssetsUniform Commercial Code with any governmental office; or (h) information that is, before the date of such disclosure, rightfully publicly available, other than by a breach of this Agreement by the disclosing party; provided that, in (b) and (c) above, (i) to the extent permitted by law, the disclosing party will use all legitimate and legal means available to minimize the disclosure to third parties, including, without limitation, seeking a confidential treatment request or protective order whenever appropriate or available; and (ii) the disclosing party will provide the other party with at least ten (10) days’ prior written notice of such disclosure. Without limiting the foregoing, Seller will cause its agents involved in this transaction to abide by the terms of this paragraph, including, without limitation, ensuring that such agents do not disclose or otherwise publicize the existence of this transaction or the terms of this Agreement with actual or potential clients in marketing materials, or industry conferences, except as provided in Exhibit I. With respect to disclosure under this paragraph 8.4, as of the date of this Agreement, Seller and Purchaser have agreed to only the limited public disclosures in Exhibit I, which disclosures are subject to the terms and conditions in Exhibit I..

Confidentiality of Terms. Until the Closing, (a) any unpublished patent applications will continue to be the confidential information of Seller, (b) such unpublished patent applications themselves will solely be provided to outside counsel designated by Purchaser that is bound by the Common Interest Agreement with Seller set forth in Exhibit E hereto, and (c) the The parties hereto will keep the foregoing unpublished patent applications confidential terms and will not use the information contained therein in any manner except in connection with Purchaser’s evaluation of the transaction contemplated by this Agreement. The parties will keep the terms existence of this Agreement and the identities of Purchaser’s the parties hereto and their affiliates confidential and will not now or hereafter divulge any of this information to any third party except (a) with the prior written consent of the other party; (b) as otherwise may be required by law or legal process, including, without limitation, in confidence to legal and financial advisors in their capacity of advising a party in such matters; (c) during the course of litigation, so long as the disclosure of such terms and conditions is restricted in the same manner as is the confidential information of other litigating parties; (d) in confidence to its legal counsel, accountants, banks, banks and financing sources and their advisors solely in connection with complying with or administering its obligations with respect to under this Agreement; (e) by Purchaser, to potential licensees of and, after the Closing, to potential purchasers of the Assigned Patent Rights or the Abandoned Assets; (f) after the Closing, in order to perfect Purchaser’s interest in the Assigned Patent Rights or the Abandoned Assets with any governmental patent office (including, without limitation, recording the Executed Assignments in any governmental patent office); or (gf) after the Closing, to enforce Purchaser’s right, title, and interest in and to the Assigned Patent Rights or the Abandoned Assets; provided that, in (b) and through (cd) above, (i) to the extent permitted by law, the disclosing party will use all legitimate and legal means available to minimize the disclosure to third parties, including, without limitation, seeking a confidential treatment request or protective order whenever appropriate or available; and (ii) the disclosing party will provide the other party with at least ten (10) days’ prior written notice of such disclosure. Without limiting the foregoing, Seller will cause its agents involved in this transaction to abide by the terms of this paragraph, including, without limitation, ensuring that such agents do not disclose or otherwise publicize the terms existence of this Agreement transaction with actual or potential clients in marketing materials, or industry conferences, except as provided in Exhibit I. With respect to disclosure under this paragraph 8.4, as of the date of this Agreement, Seller and Purchaser have agreed to only the limited public disclosures in Exhibit I, which disclosures are subject to the terms and conditions in Exhibit I..

Confidentiality of Terms. Until the Closing, (a) any unpublished patent applications will continue to Except as may be the confidential information of Seller, (b) such unpublished patent applications themselves will solely be provided to outside counsel designated by Purchaser that is bound agreed upon by the Common Interest Agreement with Seller set forth parties in Exhibit E heretoa side letter or other written agreement, and (c) the parties hereto will keep the foregoing unpublished patent applications confidential terms and will not use the information contained therein in any manner except in connection with Purchaser’s evaluation of the transaction contemplated by this Agreement. The parties will keep the terms existence of this Agreement and the identities of Purchaser’s the parties hereto and their affiliates confidential and will not now or hereafter divulge any of this information to any third party except (a) with the prior written consent of the other party; (b) as otherwise may be required by law or legal processprocess (as reasonably determined by the party effecting the dissemination of the relevant information); (c) during the course of litigation, so long as the disclosure of such terms and conditions is restricted in the same manner as is the confidential information of other litigating parties; (d) in confidence to its legal counsel, accountants, banks, and financing sources and their advisors solely in connection with complying with or administering its obligations with respect to this Agreement; (e) by Purchaser, to potential licensees of and, after the Closing, to potential purchasers or licensees of the Assigned Patent Rights or the Abandoned Assets; (f) after the Closing, in order to perfect Purchaser’s 's interest in the Assigned Patent Rights or the Abandoned Assets with any governmental patent office (including, without limitation, recording the Executed Assignments in any governmental patent office); or (g) after the Closing, to enforce Purchaser’s 's right, title, and interest in and to the Assigned Patent Rights or the Abandoned Assets; provided that, in (b) and (c) above, (i) to the extent permitted by law, the disclosing party will use all legitimate and legal means available to minimize the disclosure to third parties, including, without limitation, seeking a confidential treatment request or protective order whenever appropriate or available; and (ii) the disclosing party will provide the other party with at least ten (10) days’ ' prior written notice of such disclosure. Without limiting the foregoing, Seller will cause its agents involved in this transaction to abide by the terms of this paragraph, including, without limitation, ensuring that such agents do not disclose or otherwise publicize the terms existence of this Agreement transaction with actual or potential clients in marketing materials, or industry conferences, except as provided in Exhibit I. With respect to disclosure under this paragraph 8.4, as of the date of this Agreement, Seller and Purchaser have agreed to only the limited public disclosures in Exhibit I, which disclosures are subject to the terms and conditions in Exhibit I..

Confidentiality of Terms. Until the Closing, (a) any unpublished patent applications will continue to be the confidential information of Seller, (b) such unpublished patent applications themselves will solely be provided to outside counsel designated by Purchaser that is bound by the Common Interest Agreement with Seller set forth in Exhibit E hereto, and (c) the The parties hereto will keep the foregoing unpublished patent applications confidential terms and will not use the information contained therein in any manner except in connection with Purchaser’s evaluation of the transaction contemplated by this Agreement. The parties will keep the terms existence of this Agreement and the identities of Purchaser’s the parties hereto and their affiliates confidential and will not now or hereafter divulge any of this information to any third party except (a) with the prior written consent of the other party; (b) as otherwise may be required by law or legal process; (c) during the course of litigation, so long as the disclosure of such terms and conditions is restricted in the same manner as is the confidential information of other litigating parties; (d) in confidence to its legal counsel, accountants, banks, and financing sources and their advisors solely in connection with complying with or administering its obligations with respect to this Agreement; (e) by Purchaser, to potential purchasers or licensees of and, after the Closing, to potential purchasers of the Assigned Patent Rights or the Abandoned Assets; (f) after the Closing, in order to perfect Purchaser’s interest in the Assigned Patent Rights or the Abandoned Assets with any governmental patent office (including, without limitation, recording the Executed Assignments in any governmental patent office); or (g) after the Closing, to enforce Purchaser’s right, title, and interest in and to the Assigned Patent Rights or the Abandoned Assets; provided that, in (b) and (c) above, (i) to the extent permitted by law, the disclosing party will use all legitimate and legal means available to minimize the disclosure to third parties, including, without limitation, seeking a confidential treatment request or protective order whenever appropriate or available; and (ii) the disclosing party will provide the other party with at least ten (10) days’ prior written notice of such disclosure. Without limiting the foregoing, Seller will cause its agents involved in this transaction to abide by the terms of this paragraph, including, without limitation, ensuring that such agents do not disclose or otherwise publicize the terms existence of this Agreement transaction with actual or potential clients in marketing materials, or industry conferences, except as provided in Exhibit I. With respect to disclosure under this paragraph 8.4, as of the date of this Agreement, Seller and Purchaser have agreed to only the limited public disclosures in Exhibit I, which disclosures are subject to the terms and conditions in Exhibit I..

Confidentiality of Terms. Until the Closing, (a) any unpublished patent applications will continue to be the confidential information of Seller, (b) such unpublished patent applications themselves will solely be provided to outside counsel designated by Purchaser that is bound by the Common Interest Agreement with Seller set forth in Exhibit E hereto, and (c) the parties The Parties hereto will keep the foregoing unpublished patent applications confidential terms and will not use the information contained therein in any manner except in connection with Purchaser’s evaluation of the transaction contemplated by this Agreement. The parties will keep the terms existence of this Agreement and the identities of Purchaser’s affiliates the Parties and their Affiliates hereto confidential and will not now or hereafter divulge any of this information to any third party except (a) with the prior written consent of the other partyParty; (b) as otherwise may be required by law or legal process, including in confidence to legal and financial advisors in their capacity of advising a Party in such matters, and including without limitation for the purposes of disclosure in connection with the Securities and Exchange Act of 1934, as amended, the Securities Act of 1933, as amended, and any other reports filed with the Securities and Exchange Commission; (c) during the course of litigation, so long as the disclosure of such terms and conditions is restricted in the same manner as is the confidential information of other litigating parties; (d) in confidence to its legal counsel, accountants, banks, banks and financing sources and their advisors solely in connection with complying with or administering its obligations with respect to this Agreementfinancial transactions; (e) by Purchaser, to potential licensees of and, after the Closing, to potential purchasers of the Assigned Patent Rights or the Abandoned Assets; (f) after the Closing, in order to perfect Purchaser’s interest in the Assigned Patent Rights or the Abandoned Assets with any governmental patent office (including, without limitation, recording the Executed Assignments Assignment in any governmental patent office); or (gf) after the Closingby Purchaser, to enforce Purchaser’s right, title, title and interest in and to the Assigned Patent Rights Rights; or (g) by either Party, to enforce its rights under the Abandoned AssetsAgreement; provided that, in (b) and through (cg) above, (i) to the extent permitted by law, the disclosing party will use all legitimate and legal means available to minimize the disclosure to third parties, including, without limitation, seeking a confidential treatment request or protective order whenever appropriate or available; and (ii) the disclosing party Party will provide the other party Party with at least ten (10) days’ prior written notice of such disclosure. Without limiting the foregoing, Seller will cause its agents involved in this transaction to abide by the terms of this paragraph, including, without limitation, ensuring that such agents do not disclose or otherwise publicize the terms of this Agreement with actual or potential clients in marketing materials, or industry conferences, except as provided in Exhibit I. With respect to disclosure under this paragraph 8.4, as of the date of this Agreement, Seller and Purchaser have agreed to only the limited public disclosures in Exhibit I, which disclosures are subject to the terms and conditions in Exhibit I..

Confidentiality of Terms. Until the Closing, (a) any unpublished patent applications will continue to be the confidential information of Seller, (b) such unpublished patent applications themselves will solely be provided to outside counsel designated by Purchaser that is bound by the Common Interest Agreement with Seller set forth in Exhibit E hereto, and (c) the The parties hereto will keep the foregoing unpublished patent applications confidential terms and will not use the information contained therein in any manner except in connection with Purchaser’s evaluation of the transaction contemplated by this Agreement. The parties will keep the terms existence of this Agreement and the identities of Purchaser’s affiliates the parties hereto and their Affiliates confidential and will not now or hereafter divulge any of this such information to any third party except (a) with the prior written consent of the other party; party; (b) as otherwise may be required by law or legal process; , including, without limitation, in confidence to legal and financial advisors in their capacity of advising a party in such matters; (c) during the course of litigation, so long as the disclosure of such terms and conditions is restricted in the same manner as is the confidential information of other litigating parties; parties; (d) in confidence to its legal counsel, accountants, banksinsurers, indemnitors, indemnitees, banks and financing sources and their advisors solely in connection with complying with or administering its obligations with respect to under this Agreement; Agreement; (e) by Purchaser, to potential licensees of and, after the Closing, to potential purchasers of the Assigned Patent Rights or the Abandoned Assets; (f) after the ClosingGoogle, in order to perfect PurchaserGoogle’s interest in the Assigned Patent Rights or the Abandoned Assets with any governmental patent office agency (including, without limitation, recording the Executed Assignments assignment in any governmental patent office); office); (f) by Google, in the course of any legal proceeding to support any claim or defense; (g) after to inform either party’s existing licensees or prospective licensees of the Closing, Seller’s assignment to Google of the Seller’s Patent (provided that Seller shall not identify Google); or (h) to enforce PurchaserGoogle’s right, title, and interest in and to the Assigned Patent Rights or the Abandoned Assets; Rights; provided that, in (b) and (c) above, (i) to the extent permitted by law, the disclosing party will use all legitimate and legal means available to minimize the disclosure to third parties, including, without limitation, seeking a confidential treatment request or protective order whenever appropriate or available; available; and (ii) the disclosing party will provide the other party with at least ten (10) calendar days’ ' prior written notice of such disclosure. Without limiting the foregoing, Seller will cause its agents involved in this transaction to abide by the terms of this paragraph, including, without limitation, ensuring that such agents do not disclose or otherwise publicize the terms of this Agreement with actual or potential clients in marketing materials, or industry conferences, except as provided in Exhibit I. With respect to disclosure under this paragraph 8.4, as of the date of this Agreement, Seller and Purchaser have agreed to only the limited public disclosures in Exhibit I, which disclosures are subject to the terms and conditions in Exhibit I..

Confidentiality of Terms. Until the Closing, (a) any unpublished patent applications will continue to be the confidential information of Seller, (b) such unpublished patent applications themselves will solely be provided to outside counsel designated by Purchaser that is bound by the Common Interest Agreement with Seller set forth in Exhibit E hereto, and (c) the The parties hereto will keep the foregoing unpublished patent applications confidential terms and will not use the information contained therein in any manner except in connection with Purchaser’s evaluation of the transaction contemplated by this Agreement. The parties will keep the terms existence of this Agreement and the identities of Purchaser’s the parties hereto and their affiliates confidential and will not now or hereafter divulge any of this information to any third party except (a) with the prior written consent of the other party; (b) as otherwise may be required by law or legal process, including, without limitation, in confidence to legal and financial advisors in their capacity of advising a party in such matters; (c) during the course of litigation, so long as the disclosure of such terms and conditions is restricted in the same manner as is the confidential information of other litigating parties; (d) in confidence to its legal counsel, accountants, banks, banks and financing sources and their advisors solely in connection with complying with or administering its obligations with respect to under this Agreement; (e) by Purchaser, to potential licensees of and, after the Closing, to potential purchasers of the Assigned Patent Rights or the Abandoned Assets; (f) after the ClosingLicensee, in order to perfect PurchaserLicensee’s interest in the Assigned Patent Rights Patents or the Abandoned Assets with any governmental patent office (including, without limitation, recording the Executed Assignments Memoranda of Exclusive License/Rights in any governmental patent office); or (gf) after the Closing, to enforce PurchaserLicensee’s right, title, rights and interest in and to the Assigned Patent Rights Patents, the causes of action transferred under this Agreement, or the Abandoned Assets; provided thatprovided, in (b) and through (cd) above, (i) to the extent permitted by law, the disclosing party will use all legitimate and legal means available to minimize the disclosure to third parties, including, without limitation, seeking a confidential treatment request or protective order whenever appropriate or available; and (ii) the disclosing party will provide the other party with at least ten (10) days’ prior written notice of such disclosure. Without limiting the foregoing, Seller Licensor will cause its agents involved in this transaction to abide by the terms of this paragraph, including, without limitation, ensuring that such agents do not disclose or otherwise publicize the terms existence of this Agreement transaction with actual or potential clients in marketing materials, materials or industry conferences. In the event of any breach or default, except as provided in Exhibit I. With respect to disclosure threatened or otherwise, under this paragraph 8.4paragraph, the parties acknowledge and agree that damages alone would be insufficient to compensate for any such breach or default and that irreparable harm would result from such breach or default. Consequently, in the event of any such breach or default, or any threat of such breach or default by either party, the other party will be entitled to temporary or permanent injunctive relief, specific performance and such other equitable relief as may be appropriate in the circumstances in order to restrain or enjoin such breach or default. These remedies will not be the exclusive remedies for violation of the date terms of the confidentiality obligations contained in this Agreement, Seller and Purchaser have agreed paragraph but will be in addition to only the limited public disclosures in Exhibit I, which disclosures are subject all other remedies available to the terms and conditions parties at law or in Exhibit I.equity.

Confidentiality of Terms. Until the Closing, (a) any unpublished patent applications will continue to be the confidential information of Seller, (b) such unpublished patent applications themselves will solely be provided to outside counsel designated by Purchaser that is bound by the Common Interest Agreement with Seller set forth in Exhibit E hereto, and (c) the The parties hereto will keep the foregoing unpublished patent applications confidential terms and will not use the information contained therein in any manner except in connection with Purchaser’s evaluation of the transaction contemplated by this Agreement. The parties will keep the terms existence of this Agreement and the identities of Purchaser’s the parties hereto and their affiliates confidential and will not now or hereafter divulge any of this information to any third party except (a) with the prior written consent of the other party; (b) as otherwise may be required by law or legal process, including pursuant to any securities filings as may be required by applicable law or stock exchange rules, and the related press conferences to announce the Asset Purchase Agreement and the transactions contemplated thereby; (c) during the course of litigation, so long as the disclosure of such terms and conditions is restricted in the same manner as is the confidential information of other litigating parties; (d) in confidence to its legal counsel, accountants, banks, banks and financing sources and their advisors solely in connection with complying with or administering its obligations with respect to this Agreement; (e) by Purchaser, to potential purchasers or licensees of and, after the Closing, to potential purchasers of the Assigned Patent Rights or the Abandoned AssetsRights; (f) after the Closing, in order to perfect Purchaser’s interest in the Assigned Patent Rights or the Abandoned Assets with any governmental patent office (including, without limitation, recording the Executed Assignments Assignment(s) in any governmental patent office); or (g) after the Closing, to enforce Purchaser’s right, title, and interest in and to the Assigned Patent Rights or the Abandoned AssetsRights; provided that, in (b) and (c) above, (i) to the extent permitted by law, the disclosing party will use all legitimate and legal means available to minimize the disclosure to third parties, including, without limitation, seeking a confidential treatment request or protective order whenever appropriate or available; and (ii) to the extent feasible under the circumstances, the disclosing party will provide the other party with at least ten (10) days’ prior written notice of such disclosure. Without limiting the foregoing, Seller will cause its agents involved in this transaction to abide by the terms of this paragraph, including, without limitation, ensuring that such agents do not disclose or otherwise publicize the terms of this Agreement with actual or potential clients in marketing materials, or industry conferences, except as provided in Exhibit I. With respect to disclosure under this paragraph 8.4, as of the date of this Agreement, Seller and Purchaser have agreed to only the limited public disclosures in Exhibit I, which disclosures are subject to the terms and conditions in Exhibit I..

Confidentiality of Terms. Until the Closing, (a) any unpublished patent applications will continue to be the confidential information of Seller, (b) such unpublished patent applications themselves will solely be provided to outside counsel designated by Purchaser that is bound by the Common Interest Agreement with Seller set forth in Exhibit E hereto, and (c) the The parties hereto will keep the foregoing unpublished patent applications confidential terms and will not use the information contained therein in any manner except in connection with Purchaser’s evaluation of the transaction contemplated by this Agreement. The parties will keep the terms existence of this Agreement and the identities of Purchaser’s the parties hereto and their affiliates confidential and will not now or hereafter divulge any of this information to any third party except (a) with the prior written consent of the other party; (b) as otherwise may be required by law or legal process; (c) during the course of litigation, so long as the disclosure of such terms and conditions is restricted in the same manner as is the confidential information of other litigating parties; (d) in confidence to its legal counsel, accountants, banks, and financing sources and their advisors solely in connection with complying with or administering its obligations with respect to this Agreement; (e) by Purchaser, to potential purchasers or licensees of and, after the Closing, to potential purchasers of the Assigned Patent Rights or the Abandoned Assets; (f) after the Closing, in order to perfect Purchaser’s 's interest in the Assigned Patent Rights or the Abandoned Assets with any governmental patent office (including, without limitation, recording the Executed Assignments in any governmental patent office); or (g) after the Closing, to enforce Purchaser’s 's right, title, and interest in and to the Assigned Patent Rights or the Abandoned Assets; provided that, in (b) and (c) above, (i) to the extent permitted by law, the disclosing party will use all legitimate and legal means available to minimize the disclosure to third parties, including, without limitation, seeking a confidential treatment request or protective order whenever appropriate or available; and (ii) the disclosing party will provide the other party with at least ten (10) days’ ' prior written notice of such disclosure. Without limiting the foregoing, Seller will cause its agents involved in this transaction to abide by the terms of this paragraph, including, without limitation, ensuring that such agents do not disclose or otherwise publicize the terms existence of this Agreement transaction with actual or potential clients in marketing materials, or industry conferences, except as provided in Exhibit I. With respect to disclosure under this paragraph 8.4, as of the date of this Agreement, Seller and Purchaser have agreed to only the limited public disclosures in Exhibit I, which disclosures are subject to the terms and conditions in Exhibit I..

Confidentiality of Terms. Until the Closing, (a) any unpublished patent applications will continue to be the confidential information of Seller, (b) such unpublished patent applications themselves will solely be provided to outside counsel designated by Purchaser that is bound by the Common Interest Agreement with Seller set forth in Exhibit E hereto, and (c) the parties The Parties hereto will keep the foregoing unpublished patent applications confidential terms and will not use the information contained therein in any manner except in connection with Purchaser’s evaluation of the transaction contemplated by this Agreement. The parties will keep the terms existence of this Agreement and the identities of Purchaser’s affiliates the Parties and their Affiliates confidential and will not now or hereafter divulge any of this information to any third party except as follows: (a) with the prior written consent of the other partyParty; (b) subject to obligations of confidentiality and/or privilege at least as otherwise may be required by law or stringent as those contained herein, to a Party's legal processand financial counsel and other professional advisors, in their capacity of advising a Party in such matters; (c) during subject to obligations of confidentiality and/or privilege at least as stringent as those contained herein, to a counterparty engaged in due diligence in connection with a proposed merger, acquisition, reorganization, or financing of all or substantially of a Party's assets or equity or in connection with a proposed sale or exclusive license of the course of litigationAssigned Patent Rights, so long as the disclosure of such terms and conditions is restricted in the same manner as is the confidential information of other litigating partiesapplicable; (d) in confidence to its legal counsel, accountants, banks, and financing sources and their advisors solely in connection with complying with or administering its obligations with respect to this Agreement; (e) by Purchaser, to potential licensees of and, after the Closing, to potential purchasers of the Assigned Patent Rights or the Abandoned Assets; (f) after the Closing, in order to perfect Purchaser’s 's interest in the Assigned Patent Rights or the Abandoned Assets with any governmental patent office (including, without limitation, recording the Executed Assignments Assignment in any governmental patent office); or (ge) after the Closing, to enforce Purchaser’s 's right, title, title and interest in and to the Assigned Patent Rights Rights; (f) to any governmental body having jurisdiction and specifically requiring such disclosure; or (g) as required during the Abandoned Assetscourse of litigation and subject to a protective order with a confidentiality designation of "Outside Attorneys' Eyes Only" or higher; provided that, in (bf) and (cg) above, (i) to the extent permitted by law, the disclosing party will use all legitimate and legal means available to minimize the disclosure to third parties, including, without limitation, seeking a confidential treatment request or protective order whenever appropriate or available; and (ii) the disclosing party Party will provide the other party Party with at least ten (10) days’ ' prior written notice of such disclosure. Without limiting the foregoing, Seller will cause its agents involved in this transaction to abide by the terms of this paragraph, including, without limitation, ensuring that such agents do not disclose or otherwise publicize the terms of this Agreement with actual or potential clients in marketing materials, or industry conferences, except as provided in Exhibit I. With respect to disclosure under this paragraph 8.4, as of the date of this Agreement, Seller and Purchaser have agreed to only the limited public disclosures in Exhibit I, which disclosures are subject to the terms and conditions in Exhibit I..

Confidentiality of Terms. Until the Closing, (a) any unpublished patent applications will continue to be the confidential information of Seller, (b) such unpublished patent applications themselves will solely be provided to outside counsel designated by Purchaser that is bound by the Common Interest Agreement with Seller set forth in Exhibit E hereto, and (c) the parties hereto will keep the foregoing unpublished patent applications confidential and will not use the information contained therein in any manner except in connection with Purchaser’s evaluation of the transaction contemplated by this Agreement. The parties Buyer will keep the terms and existence of this Agreement and the identities of Purchaser’s affiliates the parties hereto and their Affiliates confidential and will not now or hereafter divulge any of this such information to any third party except (a) with the prior written consent of the other party; Seller; (b) as otherwise may be required by law or legal process; , including, without limitation, in confidence to legal and financial advisors in their capacity of advising Buyer in such matters; (c) during the course of litigation, so long as the disclosure of such terms and conditions is restricted in the same manner as is the confidential information of other litigating parties; parties; (d) in confidence to its legal counsel, accountants, banksinsurers, and financing sources and their advisors solely in connection with complying with or administering its obligations with respect to under this Agreement; Agreement; (e) by Purchaser, to potential licensees of and, after the Closing, to potential purchasers of the Assigned Patent Rights or the Abandoned Assets; (f) after the Closing, in order to perfect PurchaserBuyer’s interest in the Assigned Patent Rights or the Abandoned Assets Licensed Technology with any governmental patent office agency (including, without limitation, recording the Executed Assignments of Exhibit B in any governmental patent office); office); (f) to inform Xxxxx’s existing licensees or prospective licensees of the Seller’s assignment to Buyer of the assets assigned by this Agreement, but only to the minimum extent of disclosure required for such purpose; or (g) after the Closing, to enforce PurchaserBuyer’s right, title, and interest in and to the Assigned assigned rights under the Patent Rights or the Abandoned Assets; Assignment; provided that, in (b) and (c) above, (i) to the extent permitted by law, the disclosing party Buyer will use all legitimate and legal means available to minimize the disclosure to third parties, including, without limitation, seeking a confidential treatment request or protective order whenever appropriate or available; available; and (ii) the disclosing party Buyer will provide the other party with at least ten (10) calendar days’ prior written notice of such disclosure. Without limiting the foregoing, Seller will cause its agents involved in this transaction to abide by may disclose the terms of this paragraph, including, without limitation, ensuring that such agents do not disclose or otherwise publicize the terms of this Agreement with actual or potential clients in marketing materials, or industry conferences, except as provided in Exhibit I. With respect to disclosure under this paragraph 8.4, as of the date and existence of this Agreement, Seller and Purchaser have agreed the identities of the parties hereto and their Affiliates, to only any third party at Seller’s sole discretion. Notwithstanding the foregoing limitations on disclosure, the receiving party may disclose such Confidential Information of the disclosing party as is required by any law, rule, regulation, order, decision, decree, subpoena or other legal process to be disclosed, including but not limited public disclosures in Exhibit I, which disclosures are subject to the U.S. Securities and Exchange Commission (“SEC”) or other public disclosure requirements. In the event of any breach or default, threatened or otherwise, by Buyer under this Section, the parties acknowledge and agree that damages alone would be insufficient to compensate for any such breach or default and that irreparable harm would result from such breach or default. Consequently, in the event of any such breach or default, or any threat of such breach or default by Xxxxx, then Seller will be entitled to temporary or permanent injunctive relief, specific performance and such other equitable relief as may be appropriate in the circumstances in order to restrain or enjoin such breach or default. These remedies will not be the exclusive remedies for violation of the terms and conditions of the confidentiality obligations contained in Exhibit I.this Section but will be in addition to all other remedies available to the parties at law or in equity. Section 11.3

Confidentiality of Terms. Until the Closing, (a) any unpublished patent applications will continue to be the confidential information of Seller, (b) such unpublished patent applications themselves will solely be provided to outside counsel designated by Purchaser that is bound by the Common Interest Agreement with Seller set forth in Exhibit E hereto, and (c) the The parties hereto will keep the foregoing unpublished patent applications confidential terms and will not use the information contained therein in any manner except in connection with Purchaser’s evaluation of the transaction contemplated by this Agreement. The parties will keep the terms existence of this Agreement and the identities of Purchaser’s the parties hereto and their affiliates confidential and will not now or hereafter divulge any of this information to any third party except (a) with the prior written consent of the other party; (b) as otherwise may be required by law or legal process; (c) during the course of litigation, so long as the disclosure of such terms and conditions is restricted in the same manner as is the confidential information of other litigating parties; (d) in confidence to its legal counsel, accountants, banks, and financing sources and their advisors solely in connection with complying with or administering its obligations with respect to this Agreement; or (e) by Purchaser, to potential purchasers or licensees of and, after the Closing, to potential purchasers of the Assigned Patent Rights or the Abandoned Assets; (f) after the Closing, in order to perfect Purchaser’s interest in the Assigned Patent Rights or the Abandoned Assets with any governmental patent office (including, without limitation, recording the Executed Assignments in any governmental patent office); or (g) after the Closing, to enforce Purchaser’s right, title, and interest in and to the Assigned Patent Rights or the Abandoned Assets; provided that, in (b) and (c) above, (i) to the extent permitted by law, the disclosing party will use all legitimate and legal means available to minimize the disclosure to third parties, including, without limitation, seeking a confidential treatment request or protective order whenever appropriate or available; and (ii) the disclosing party will provide the other party with at least ten (10) days’ prior written notice of such disclosure. Without limiting the foregoing, Seller will cause its Subsidiary and agents of Subsidiary and Seller involved in this transaction to abide by the terms of this paragraph, including, without limitation, ensuring that such agents do not disclose or otherwise publicize the terms existence of this Agreement transaction with actual or potential clients in marketing materials, or industry conferences. * Confidential treatment requested pursuant to Rule 24b-2 under the Securities Exchange Act of 1934. In accordance with Rule 24b-2, except as provided in Exhibit I. With respect to disclosure under these confidential portions have been omitted from this paragraph 8.4, as of exhibit and filed separately with the date of this Agreement, Seller Securities and Purchaser have agreed to only the limited public disclosures in Exhibit I, which disclosures are subject to the terms and conditions in Exhibit I.Exchange Commission.

Confidentiality of Terms. Until the Closing, (a) any unpublished patent applications will continue to be the confidential information of Seller, (b) such unpublished patent applications themselves will solely be provided to outside counsel designated by Purchaser that is bound by the Common Interest Agreement with Seller set forth in Exhibit E hereto, and (c) the The parties hereto will keep the foregoing unpublished patent applications confidential terms and will not use the information contained therein in any manner except in connection with Purchaser’s evaluation of the transaction contemplated by this Agreement. The parties will keep the terms existence of this Agreement and the identities of Purchaser’s the parties hereto and their affiliates confidential and will not now or hereafter divulge any of this information to any third party except (a) with the prior written consent of the other party; (b) as otherwise may be required by law or legal process, including, without limitation, in confidence to legal and financial advisors in their capacity of advising a party in such matters; (c) during the course of litigation, so long as the disclosure of such terms and conditions is restricted in the same manner as is the confidential information of other litigating parties; (d) in confidence to its legal counsel, accountants, banks, banks and financing sources and their advisors solely in connection with complying with or administering its obligations under this Agreement, or in connection to bona fide due diligence efforts with respect to this Agreementa party; (e) by Purchaser, to potential licensees of and, after the Closing, to potential purchasers of the Assigned Patent Rights or the Abandoned Assets; (f) after the Closing, in order to perfect Purchaser’s interest in the Assigned Patent Rights or the Abandoned Assets with any governmental patent office (including, without limitation, recording the Executed Assignments Assignment in any governmental patent office); or (gf) after the Closing, to enforce Purchaser’s right, title, and interest in and to the Assigned Patent Rights or the Abandoned AssetsRights; provided that, in (b) and through (cd) above, (i) to the extent permitted by law, the disclosing party will use all legitimate and legal means available to minimize the disclosure to third parties, including, without limitation, seeking a confidential treatment request or protective order whenever appropriate or available; and (ii) the disclosing party will provide the other party with at least ten (10) days’ prior written notice of such disclosure. Without limiting the foregoing, Seller will cause its agents involved in this transaction to abide by the terms of this paragraph, including, without limitation, ensuring that such agents do not disclose or otherwise publicize the terms existence of this Agreement transaction with actual or potential clients in marketing materials, or industry conferences, except as provided in Exhibit I. With respect to disclosure under this paragraph 8.4, as of the date of this Agreement, Seller and Purchaser have agreed to only the limited public disclosures in Exhibit I, which disclosures are subject to the terms and conditions in Exhibit I..

Confidentiality of Terms. Until the Closing, (a) any unpublished patent applications will continue to be the confidential information of Seller, (b) such unpublished patent applications themselves will solely be provided to outside counsel designated by Purchaser that is bound by the Common Interest Agreement with Seller set forth in Exhibit E hereto, and (c) the parties hereto will keep the foregoing unpublished patent applications confidential and will not use the information contained therein in any manner except in connection with Purchaser’s evaluation of the transaction contemplated by this Agreement. The parties ‌ Buyer will keep the terms and existence of this Agreement and the identities of Purchaser’s affiliates the parties hereto and their Affiliates confidential and will not now or hereafter divulge any of this such information to any third party except (a) with the prior written consent of the other partySeller; (b) as otherwise may be required by law or legal process, including, without limitation, in confidence to legal and financial advisors in their capacity of advising Buyer in such matters; (c) during the course of litigation, so long as the disclosure of such terms and conditions is restricted in the same manner as is the confidential information of the other litigating parties; (d) in confidence to its legal counsel, accountants, banksinsurers, and financing sources and their advisors solely in connection with complying with or administering its obligations with respect to under this Agreement; (e) by Purchaser, to potential licensees of and, after the Closing, to potential purchasers of the Assigned Patent Rights or the Abandoned Assets; (f) after the Closing, in order to perfect PurchaserBuyer’s interest in the Assigned Patent Rights or the Abandoned Assets with any governmental patent office agency (including, without limitation, recording the Executed Excecuted Assignments of Exhibit B in any governmental patent office); (f) to inform Xxxxx’s existing licensees or prospective licensees of the Seller’s assignment to Buyer of the assets assigned by this Agreement, but only to the minimum extent of disclosure required for such purpose; or (g) after the Closing, to enforce PurchaserBuyer’s right, title, and interest in and to the Assigned Patent Rights or the Abandoned AssetsRights; provided that, in (b) and (c) above, (i) to the extent permitted by law, the disclosing party buyer will use all legitimate and legal means available to minimize the disclosure to third parties, including, without limitation, seeking a confidential treatment request or protective order whenever appropriate or available; and (ii) the disclosing party Buyer will provide the other party with at least ten (10) calendar days’ ” prior written notice of such disclosure. Without limiting the foregoing, Seller will cause its agents involved in this transaction to abide by may disclose the terms of this paragraph, including, without limitation, ensuring that such agents do not disclose or otherwise publicize the terms of this Agreement with actual or potential clients in marketing materials, or industry conferences, except as provided in Exhibit I. With respect to disclosure under this paragraph 8.4, as of the date and existence of this Agreement, and the identities of the parties hereto and their Affiliates, to any third party at Seller’s sole discretion. In the even of any breach or default, threatened or otherwise, by Buyer under this Section, the parties achnowledge and agree that damages alone would be insufficient to compensate for any such breach or default and that irreparable harm would result from such breach or default. Consequently, in the event of any such breach or default, or any threat of such breach or default by Xxxxx, then Seller will be entitled to temporary or permanent injunctive relief, specific performance and Purchaser have agreed such other equitable relief as may be appropriate in the circumstances in order to only restrain or enjoin such breach or default. These remedies will not be the limited public disclosures exclusive remedies for violation of the terms of the confidentiality obligations contained in Exhibit Ithis Section, which disclosures are subject but will be in addition to all other remedies available to the terms and conditions parties at law or in Exhibit I.equity.

Confidentiality of Terms. Until the Closing, (a) any unpublished patent applications will continue to be the confidential information of Seller, (b) such unpublished patent applications themselves will solely be provided to outside counsel designated by Purchaser that is bound by the Common Interest Agreement with Seller set forth in Exhibit E hereto, and (c) the The parties hereto will keep the foregoing unpublished patent applications confidential terms and will not use the information contained therein in any manner except in connection with Purchaser’s evaluation of the transaction contemplated by this Agreement. The parties will keep the terms existence of this Agreement and the identities of Purchaser’s the parties hereto and their affiliates confidential for the period of one (1) year from the Effective date and will not now or hereafter divulge any of this information to any third party except (a) with the prior written consent of the other party; (b) as otherwise may be required by law or legal process, including, without limitation, in confidence to legal and financial advisors in their capacity of advising a party in such matters; (c) during the course of litigation, so long as the disclosure of such terms and conditions is restricted in the same manner as is the confidential information of other litigating parties; (d) in confidence to its legal counsel, accountants, banks, banks and financing sources and their advisors solely in connection with complying with or administering its obligations with respect to under this Agreement; (e) by Purchaser, to potential licensees of and, after the Closing, to potential purchasers of the Assigned Patent Rights or the Abandoned Assets; (f) after the Closing, in order to perfect Purchaser’s interest in the Assigned Patent Rights or the Abandoned Assets with any governmental patent office (including, without limitation, recording the Executed Assignments Assignment in any governmental patent office); or (gf) after the Closing, to enforce Purchaser’s right, title, and interest in and to the Assigned Patent Rights or the Abandoned AssetsRights; provided that, in (b) and through (cf) above, (i) to the extent permitted by law, the disclosing party will use all legitimate and legal means available to minimize the disclosure to third parties, including, without limitation, seeking a confidential treatment request or protective order (at Purchaser’s expense) whenever appropriate or available; and (ii) the disclosing party will provide the other party with at least ten (10) days’ prior written notice of such disclosure. Notwithstanding the foregoing, any information which is or becomes known publicly through no fault of the disclosing party shall no longer be subject to this agreement. Without limiting the foregoing, Seller will cause its agents involved in this transaction to abide by the terms of this paragraph, including, without limitation, ensuring that such agents do not disclose or otherwise publicize the terms existence of this Agreement transaction with actual or potential clients in marketing materials, or industry conferences, except as provided in Exhibit I. With respect . The parties acknowledge and agree that damages alone would be insufficient to disclosure compensate for breach of the obligations under this paragraph 8.4, as and that irreparable harm would result from such breach. Either party may seek specific performance of the date obligations under this paragraph in a court of this Agreementcompetent jurisdiction through a temporary restraining order, Seller and Purchaser have agreed a preliminary injunction, or other equitable relief to only preserve the limited public disclosures in Exhibit I, which disclosures are subject to the terms and conditions in Exhibit I.status quo or prevent irreparable harm.

Confidentiality of Terms. Until the Closing, (a) any unpublished patent applications will continue to be the confidential information of Seller, (b) such unpublished patent applications themselves will solely be provided to outside counsel designated by Purchaser that is bound by the Common Interest Agreement with Seller set forth in Exhibit E hereto, and (c) the The parties hereto will keep the foregoing unpublished patent applications confidential terms and will not use the information contained therein in any manner except in connection with Purchaser’s evaluation of the transaction contemplated by this Agreement. The parties will keep the terms existence of this Agreement and the identities of Purchaser’s affiliates the parties and their Affiliates hereto confidential and will not now or hereafter divulge any of this information to any third party except (a) with the prior written consent of the other party; (b) as otherwise may be required by law or legal processprocess to any governmental body having jurisdiction and specifically requiring such disclosure; (c) subject to obligations of confidentiality and/or privilege at least as stringent as those contained herein, to legal and financial advisors in their capacity of advising a party in such matters; (d) during the course of litigation, so long as the disclosure of such terms and conditions is restricted in the same manner as is the confidential information of other litigating parties; (de) in confidence to its legal counsel, accountants, banks, banks and financing sources and their advisors solely in connection with complying with or administering its financial obligations with respect to this Agreementhereunder; (ef) by Purchasersubject to obligations of confidentiality and/or privilege at least as stringent as those contained herein, to potential licensees a counterparty engaged in due diligence in connection with a proposed merger, acquisition, reorganization, or financing of and, after the Closing, to potential purchasers all or substantially of a Party’s assets or equity or in connection with a proposed sale or exclusive license of the Assigned Patent Rights or the Abandoned AssetsRights, as applicable; (fg) after the Closingby Purchaser, in order to perfect Purchaser’s interest in the Assigned Patent Rights or the Abandoned Assets with any governmental patent office (including, without limitation, recording the Executed Assignments Assignment in any governmental patent office); or (gh) after the Closing, to enforce Purchaser’s right, title, title and interest in and to the Assigned Patent Rights Rights; or (i) for the Abandoned Assets; purposes of disclosure in connection with the Securities and Exchange Act of 1934, as amended, the Securities Act of 1933, as amended, and any other reports filed with the Securities and Exchange Commission, or any other filings, reports or disclosures that may be required under applicable laws or regulations provided that, in (b) and (cd) above, (i1) to the extent permitted by law, the disclosing party will use all legitimate and legal means available to minimize the disclosure to third parties, including, without limitation, seeking a confidential treatment request or protective order whenever appropriate or available; and (ii2) the disclosing party will provide the other party with at least ten (10) days’ prior written notice of such disclosure. Without limiting the foregoing, Seller will cause its agents involved in this transaction to abide by the terms of this paragraph, including, without limitation, ensuring that such agents do not disclose or otherwise publicize the terms of this Agreement with actual or potential clients in marketing materials, or industry conferences, except as provided in Exhibit I. With respect to disclosure under this paragraph 8.4, as of the date of this Agreement, Seller and Purchaser have agreed to only the limited public disclosures in Exhibit I, which disclosures are subject to the terms and conditions in Exhibit I..

Confidentiality of Terms. Until the Closing, (a) any unpublished patent applications will continue to be the confidential information of Seller, (b) such unpublished patent applications themselves will solely be provided to outside counsel designated by Purchaser that is bound by the Common Interest Agreement with Seller set forth in Exhibit E hereto, and (c) the parties The Parties hereto will keep the foregoing unpublished patent applications confidential terms and will not use the information contained therein in any manner except in connection with Purchaser’s evaluation of the transaction contemplated by this Agreement. The parties will keep the terms existence of this Agreement and the identities of Purchaser’s the Parties hereto and their affiliates confidential and will not now or hereafter divulge any of this information to any third party except (a) with the prior written consent of the other partyParty; (b) as otherwise may be required by law or legal process; (c) as otherwise may be required by securities law (or stock exchange); (d) during the course of litigation, so long as the disclosure of such terms and conditions is restricted in the same manner as is the confidential information of other litigating parties; (de) in confidence to its legal counsel, accountants, banks, and financing sources and their advisors solely in connection with complying with or administering its obligations with respect to this Agreement; (ef) by Purchaser, to potential licensees of and, after the ClosingBuyer, to potential purchasers or licensees of the Assigned Patent Rights or the Abandoned AssetsAcquired Patents; (fg) after the Closing, in order to perfect PurchaserBuyer’s interest in the Assigned Patent Rights or the Abandoned Assets Acquired Patents with any governmental patent office (including, without limitation, recording the Executed Assignments in any governmental patent office); or (gh) after the Closing, to enforce PurchaserBuyer’s right, title, and interest in and to the Assigned Patent Rights Acquired Patents; or the Abandoned Assets(i) by Seller to a potential investor or acquirer in a bona fide negotiation; provided that, in (b), (c) and (cd) above, (iI) to the extent permitted by law, the disclosing party Party will use all legitimate and legal means available to minimize the disclosure to third parties, including, without limitation, seeking a confidential treatment request or protective order whenever appropriate or available; and (iiII) the disclosing party Party will provide the other party with at least ten (10) days’ Party prior written notice of such disclosure. Without limiting the foregoing, Seller will cause its agents involved in this transaction to abide by the terms of this paragraph, including, without limitation, ensuring that such agents do not disclose or otherwise publicize the terms of this Agreement with actual or potential clients in marketing materials, or industry conferences, except as provided in Exhibit I. With respect to disclosure under this paragraph 8.4, as of the date of this Agreement, Seller and Purchaser have agreed to only the limited public disclosures in Exhibit I, which disclosures are subject to the terms and conditions in Exhibit I..

Confidentiality of Terms. Until the Closing, (a) any unpublished patent applications will continue to be the confidential information of Seller, (b) such unpublished patent applications themselves will solely be provided to outside counsel designated by Purchaser that is bound by the Common Interest Agreement with Seller set forth in Exhibit E hereto, and (c) the parties The Parties hereto will keep the foregoing unpublished patent applications confidential terms and will not use the information contained therein in any manner except in connection with Purchaser’s evaluation of the transaction contemplated by this Agreement. The parties will keep the terms existence of this Agreement and the identities of Purchaser’s the Parties hereto and their affiliates confidential and will not now or hereafter divulge any of this information to any third party except (a) with the prior written consent of the other party; (b) as otherwise may be required by law or legal process, including, without limitation, in confidence to legal and financial advisors in their capacity of advising a Party in such matters; (c) during the course of litigation, so long as the disclosure of such terms and conditions is restricted in the same manner as is the confidential information of other litigating parties; (d) in confidence to its legal counsel, accountants, banks, banks and financing sources and their advisors solely in connection with complying with or administering its obligations with respect to under this Agreement; (e) by Purchaser, to potential licensees of and, after the Closing, to potential purchasers of the Assigned Patent Rights or the Abandoned Assets; (f) after the ClosingLicensee, in order to perfect PurchaserLicensee’s interest in the Assigned Patent Rights Patents or the Abandoned Assets with any governmental patent office (including, without limitation, recording the Executed Assignments Memoranda of Exclusive License/Rights in any governmental patent office); or (gf) after the Closing, to enforce PurchaserLicensee’s right, title, rights and interest in and to the Assigned Patent Rights Patents, the causes of action transferred under this Agreement, or the Abandoned Assets; provided thatprovided, in (b) and through (cd) above, (i) to the extent permitted by law, the disclosing party Party will use all legitimate and legal means available to minimize the disclosure to third parties, including, without limitation, seeking a confidential treatment request or protective order whenever appropriate or available; and (ii) the disclosing party Party will provide the other party Party with at least ten (10) days’ prior written notice of such disclosure. Without limiting the foregoing, Seller Licensor will cause its agents involved in this transaction to abide by the terms of this paragraph, including, without limitation, ensuring that such agents do not disclose or otherwise publicize the terms existence of this Agreement transaction with actual or potential clients in marketing materials, materials or industry conferences. In the event of any breach or default, except as provided in Exhibit I. With respect to disclosure threatened or otherwise, under this paragraph 8.4paragraph, the Parties acknowledge and agree that damages alone would be insufficient to compensate for any such breach or default and that irreparable harm would result from such breach or default. Consequently, in the event of any such breach or default, or any threat of such breach or default by either Party, the other Party will be entitled to temporary or permanent injunctive relief, specific performance and such other equitable relief as may be appropriate in the circumstances in order to restrain or enjoin such breach or default. These remedies will not be the exclusive remedies for violation of the date terms of the confidentiality obligations contained in this Agreement, Seller and Purchaser have agreed paragraph but will be in addition to only the limited public disclosures in Exhibit I, which disclosures are subject all other remedies available to the terms and conditions Parties at law or in Exhibit I.equity.

Confidentiality of Terms. Until the Closing, (a) any unpublished patent applications will continue to be the confidential information of Seller, (b) such unpublished patent applications themselves will solely be provided to outside counsel designated by Purchaser that is bound by the Common Interest Agreement with Seller set forth in Exhibit E hereto, and (c) the The parties hereto will keep the foregoing unpublished patent applications confidential and will not use the information contained therein in any manner except in connection with Purchaser’s evaluation of the transaction contemplated by this Agreement. The parties will keep the terms of this Agreement and Agreement, but not the existence or the identities of Purchaser’s affiliates the parties, confidential and will not now or hereafter divulge any of this information to any third party except (a) with the prior written consent of the other party; (b) as otherwise may be required by law or legal process, including, without limitation, by a taxing authority; (c) during the course of litigation, so long as the disclosure of such terms and conditions is restricted in the same manner as is the confidential information of other litigating parties; (d) in confidence to its legal counsel, accountants, banks, and financing sources and their advisors solely in connection with complying with or administering its obligations with respect to this AgreementAgreement or any agreement between Affiliates of Seller and its Affiliates’ funding sources; (e) by Purchaser, Seller or its Affiliates to potential actual licensees or grantees of and, after the Closing, to potential purchasers of the rights associated with Assigned Patent Rights or the Abandoned AssetsRights; (f) after the Closing, in order to perfect Purchaser’s interest in the Assigned Patent Rights or the Abandoned Assets with any governmental patent office (including, without limitation, by recording the any Executed Assignments delivered by Seller pursuant to this Agreement in any governmental patent office); or (g) after information that is, before the Closingdate of such disclosure, to enforce Purchaser’s rightrightfully publicly available, title, and interest in and to other than by a breach of this Agreement by the Assigned Patent Rights or the Abandoned Assetsdisclosing party; provided that, in (b) and (c) above, (i) to the extent permitted by law, the disclosing party will use all legitimate and legal means available to minimize the disclosure to third parties, including, without limitation, seeking a confidential treatment request or protective order whenever appropriate or available; and (ii) the disclosing party will provide the other party with at least ten (10) days’ prior written notice of such disclosure. Without limiting the foregoing, Seller will cause its agents involved in this transaction to abide by the terms of this paragraph, including, without limitation, ensuring that such agents do not disclose or otherwise publicize the terms of this Agreement with actual or potential clients in marketing materials, or industry conferences, except as provided in Exhibit I. With respect to disclosure under this paragraph 8.4, as of the date of this Agreement, Seller and Purchaser have agreed to only the limited public disclosures in Exhibit I, which disclosures are subject to the terms and conditions in Exhibit I.6.3

Confidentiality of Terms. Until the Closing, (a) any unpublished patent applications will continue to be the confidential information of Seller, (b) such unpublished patent applications themselves will solely be provided to outside counsel designated by Purchaser that is bound by the Common Interest Agreement with Seller set forth in Exhibit E hereto, and (c) the The parties hereto will keep the foregoing unpublished patent applications confidential terms and will not use the information contained therein in any manner except in connection with Purchaser’s evaluation of the transaction contemplated by this Agreement. The parties will keep the terms existence of this Agreement and the identities of Purchaser’s affiliates the parties hereto and their Affiliates confidential and will not now or hereafter divulge any of this such information to any third party except (a) with the prior written consent of the other party; party; (b) as otherwise may be required by law or legal process; , including, without limitation, in confidence to legal and financial advisors in their capacity of advising a party in such matters; (c) during the course of litigation, so long as the disclosure of such terms and conditions is restricted in the same manner as is the confidential information of other litigating parties; parties; (d) in confidence to its legal counsel, accountants, banksinsurers, indemnitors, indemnitees, banks and financing sources and their advisors solely in connection with complying with or administering its obligations with respect to under this Agreement; Agreement; (e) by Purchaser, to potential licensees of and, after the Closing, to potential purchasers of the Assigned Patent Rights or the Abandoned Assets; (f) after the ClosingStemSpine, in order to perfect PurchaserStemSpine’s interest in the Assigned Patent Rights or the Abandoned Assets with any governmental patent office agency (including, without limitation, recording the Executed Assignments assignment in any governmental patent office); office); (f) by StemSpine, in the course of any legal proceeding to support any claim or defense; (g) after to inform either party’s existing licensees or prospective licensees of the Closing, Seller’s assignment to StemSpine of the Seller’s Patent (provided that Seller shall not identify StemSpine); or (h) to enforce PurchaserStemSpine’s right, title, and interest in and to the Assigned Patent Rights or the Abandoned Assets; Rights; provided that, in (b) and (c) above, (i) to the extent permitted by law, the disclosing party will use all legitimate and legal means available to minimize the disclosure to third parties, including, without limitation, seeking a confidential treatment request or protective order whenever appropriate or available; available; and (ii) the disclosing party will provide the other party with at least ten (10) calendar days’ prior written notice of such disclosure. Without limiting Notwithstanding the foregoing, Seller will hereby grants StemSpine the right to cause its agents involved in this transaction CELZ to abide by file a report on Form 8-K with the Securities and Exchange Commission disclosing the material terms of this paragraph, including, without limitation, ensuring that such agents do not disclose or otherwise publicize the terms of Agreement and to file this Agreement with actual as an exhibit to this report or potential clients in marketing materials, or industry conferences, except as provided in Exhibit I. With respect to disclosure under this paragraph 8.4, as of the date of this Agreement, Seller and Purchaser have agreed to only the limited public disclosures in Exhibit I, which disclosures are subject to the terms and conditions in Exhibit I.any subsequent filing.

Confidentiality of Terms. Until the Closing, (a) any unpublished patent applications will continue to be the confidential information of Seller, (b) such unpublished patent applications themselves will solely be provided to outside counsel designated by Purchaser that is bound by the Common Interest Agreement with Seller set forth in Exhibit E hereto, and (c) the parties hereto will keep the foregoing unpublished patent applications confidential and will not use the information contained therein in any manner except in connection with Purchaser’s evaluation of the transaction contemplated by this Agreement. The parties Buyer will keep the terms and existence of this Agreement and the identities of Purchaser’s affiliates the parties hereto and their Affiliates confidential and will not now or hereafter divulge any of this such information to any third party except (a) with the prior written consent of the other party; Seller; (b) as otherwise may be required by law or legal process; , including, without limitation, in confidence to legal and financial advisors in their capacity of advising Buyer in such matters; (c) during the course of litigation, so long as the disclosure of such terms and conditions is restricted in the same manner as is the confidential information of other litigating parties; parties; (d) in confidence to its legal counsel, accountants, banksinsurers, and financing sources and their advisors solely in connection with complying with or administering its obligations with respect to under this Agreement; Agreement; (e) by Purchaser, to potential licensees of and, after the Closing, to potential purchasers of the Assigned Patent Rights or the Abandoned Assets; (f) after the Closing, in order to perfect PurchaserBuyer’s interest in the Assigned Patent Rights or the Abandoned Assets with any governmental patent office agency (including, without limitation, recording the Executed Assignments of Exhibit B in any governmental patent office); office); (f) to inform Xxxxx’s existing licensees or prospective licensees of the Seller’s assignment to Buyer of the assets assigned by this Agreement, but only to the minimum extent of disclosure required for such purpose; or (g) after the Closing, to enforce PurchaserBuyer’s right, title, and interest in and to the Assigned Patent Rights or the Abandoned Assets; Rights; provided that, in (b) and (c) above, (i) to the extent permitted by law, the disclosing party Buyer will use all legitimate and legal means available to minimize the disclosure to third parties, including, without limitation, seeking a confidential treatment request or protective order whenever appropriate or available; available; and (ii) the disclosing party Buyer will provide the other party with at least ten (10) calendar days’ prior written notice of such disclosure. Without limiting the foregoing, Seller will cause its agents involved in this transaction to abide by may disclose the terms of this paragraph, including, without limitation, ensuring that such agents do not disclose or otherwise publicize the terms of this Agreement with actual or potential clients in marketing materials, or industry conferences, except as provided in Exhibit I. With respect to disclosure under this paragraph 8.4, as of the date and existence of this Agreement, and the identities of the parties hereto and their Affiliates, to any third party at Seller’s sole discretion. In the event of any breach or default, threatened or otherwise, by Buyer under this Section, the parties acknowledge and agree that damages alone would be insufficient to compensate for any such breach or default and that irreparable harm would result from such breach or default. Consequently, in the event of any such breach or default, or any threat of such breach or default by Xxxxx, then Seller will be entitled to temporary or permanent injunctive relief, specific performance and Purchaser have agreed such other equitable relief as may be appropriate in the circumstances in order to only restrain or enjoin such breach or default. These remedies will not be the limited public disclosures exclusive remedies for violation of the terms of the confidentiality obligations contained in Exhibit Ithis Section, which disclosures are subject but will be in addition to all other remedies available to the terms and conditions parties at law or in Exhibit I.equity.

Confidentiality of Terms. Until the Closing, (a) any unpublished patent applications will continue to be the confidential information of Seller, (b) such unpublished patent applications themselves will solely be provided to outside counsel designated by Purchaser that is bound by the Common Interest Agreement with Seller set forth in Exhibit E hereto, and (c) the parties hereto will keep the foregoing unpublished patent applications confidential and will not use the information contained therein in any manner except in connection with Purchaser’s evaluation of the transaction contemplated by this Agreement. The parties Buyer will keep the terms and existence of this Agreement and the identities of Purchaser’s affiliates the parties hereto and their Affiliates confidential and will not now or hereafter divulge any of this such information to any third party except (a) with the prior written consent of the other party; Seller; (b) as otherwise may be required by law or legal process; , including, without limitation, in confidence to legal and financial advisors in their capacity of advising Buyer in such matters; (c) during the course of litigation, so long as the disclosure of such terms and conditions is restricted in the same manner as is the confidential information of other litigating parties; parties; (d) in confidence to its legal counsel, accountants, banksinsurers, and financing sources and their advisors solely in connection with complying with or administering its obligations with respect to under this Agreement; Agreement; (e) by Purchaser, to potential licensees of and, after the Closing, to potential purchasers of the Assigned Patent Rights or the Abandoned Assets; (f) after the Closing, in order to perfect Purchaser’s Buyer's interest in the Assigned Patent Rights or the Abandoned Assets with any governmental patent office agency (including, without limitation, recording the Executed Assignments of Exhibit B in any governmental patent office); office); (f) to inform Buyer's existing licensees or prospective licensees of the Seller's assignment to Buyer of the assets assigned by this Agreement, but only to the minimum extent of disclosure required for such purpose; or (g) after the Closing, to enforce Purchaser’s Buyer's right, title, and interest in and to the Assigned Patent Rights or the Abandoned Assets; Rights; provided that, in (b) and (c) above, (i) to the extent permitted by law, the disclosing party Buyer will use all legitimate and legal means available to minimize the disclosure to third parties, including, without limitation, seeking a confidential treatment request or protective order whenever appropriate or available; available; and (ii) the disclosing party Buyer will provide the other party with at least ten (10) calendar days’ ' prior written notice of such disclosure. Without limiting the foregoing, Seller will cause its agents involved in this transaction to abide by may disclose the terms of this paragraph, including, without limitation, ensuring that such agents do not disclose or otherwise publicize the terms of this Agreement with actual or potential clients in marketing materials, or industry conferences, except as provided in Exhibit I. With respect to disclosure under this paragraph 8.4, as of the date and existence of this Agreement, and the identities of the parties hereto and their Affiliates, to any third party at Seller's sole discretion. In the event of any breach or default, threatened or otherwise, by Buyer under this Section, the parties acknowledge and agree that damages alone would be insufficient to compensate for any such breach or default and that irreparable harm would result from such breach or default. Consequently, in the event of any such breach or default, or any threat of such breach or default by Buyer, then Seller will be entitled to temporary or permanent injunctive relief, specific performance and Purchaser have agreed such other equitable relief as may be appropriate in the circumstances in order to only restrain or enjoin such breach or default. These remedies will not be the limited public disclosures exclusive remedies for violation of the terms of the confidentiality obligations contained in Exhibit Ithis Section, which disclosures are subject but will be in addition to all other remedies available to the terms and conditions parties at law or in Exhibit I.equity.

Confidentiality of Terms. Until the Closing, (a) any unpublished patent applications will continue to be the confidential information of Seller, (b) such unpublished patent applications themselves will solely be provided to outside counsel designated by Purchaser that is bound by the Common Interest Agreement with Seller set forth in Exhibit E hereto, and (c) the The parties hereto will keep the foregoing unpublished patent applications confidential terms and will not use the information contained therein in any manner except in connection with Purchaser’s evaluation of the transaction contemplated by this Agreement. The parties will keep the terms existence of this Agreement and the identities of Purchaser’s the parties hereto and their affiliates confidential and will not now or hereafter divulge any of this information to any third party except (a) with the prior written consent of the other party; (b) as otherwise may be required by law or legal process; (c) during the course of litigation, so long as the disclosure of such terms and conditions is restricted in the same manner as is the confidential information of other litigating parties; (d) in confidence to its legal counsel, accountants, banks, and financing sources and their advisors solely in connection with complying with or administering its obligations with respect to this AgreementAgreement or in confidence (subject to a written confidentiality agreement prior to such disclosure at least as protective as the terms of this paragraph 8.4) in connection with the sale of assets, merger, acquisition or re-organization [***] Portions of this exhibit have been omitted pursuant to a request for confidential treatment filed pursuant to Rule 24-2 promulgated under the Securities Exchange Act of 1934, as amended, and the omitted portions represented by [***] have been separately filed with the Securities and Exchange Commission. -- of Seller or Purchaser; (e) by Purchaser, to potential purchasers or licensees of and, after the Closing, to potential purchasers of the Assigned Patent Rights or the Abandoned Assets; (f) after the Closing, in order to perfect Purchaser’s interest in the Assigned Patent Rights or the Abandoned Assets with any governmental patent office (including, without limitation, recording the Executed Assignments in any governmental patent office); or (g) after the Closing, to enforce Purchaser’s right, title, and interest in and to the Assigned Patent Rights or the Abandoned Assets; or (h) as explicitly permitted pursuant to paragraph 8.13 below; provided that, in (b) and (c) above, (i) to the extent permitted by law, the disclosing party will use all legitimate and legal means available to minimize the disclosure to third parties, including, without limitation, seeking a confidential treatment request or protective order whenever appropriate or available; and (ii) the disclosing party will provide the other party with at least ten (10) days’ prior written notice of such disclosure. Without limiting the foregoing, Seller and Purchaser will cause its their agents involved in this transaction to abide by the terms of this paragraph, including, without limitation, ensuring that such agents do not disclose or otherwise publicize the terms existence of this Agreement transaction with actual or potential clients in marketing materials, or industry conferences, except as provided in Exhibit I. With respect to disclosure under this paragraph 8.4, as of the date of this Agreement, Seller and Purchaser have agreed to only the limited public disclosures in Exhibit I, which disclosures are subject to the terms and conditions in Exhibit I..

Confidentiality of Terms. Until the Closing, (a) any unpublished patent applications will continue to be the confidential information of Seller, (b) such unpublished patent applications themselves will solely be provided to outside counsel designated by Purchaser that is bound by the Common Interest Agreement with Seller set forth in Exhibit E hereto, and (c) the The parties hereto will keep the foregoing unpublished patent applications confidential and will not use the information contained therein in any manner except in connection with Purchaser’s evaluation of the transaction contemplated by this Agreement. The parties will keep the terms of this Agreement and the identities of Purchaser’s the parties hereto and their affiliates confidential and will not now or hereafter divulge any of this information to any third party except (a) with the prior written consent of the other party; (b) as otherwise may be required by law or legal process; (c) during the course of litigation, so long as the disclosure of such terms and conditions is restricted in the same manner as is the confidential information of other litigating parties; (d) in confidence to its legal counsel, accountants, banks, and financing sources and their advisors solely in connection with complying with or administering its obligations with respect to this Agreement; (e) by Purchaser, to potential purchasers or licensees of and, after the Closing, to potential purchasers of the Assigned Patent Rights or the Abandoned Assets; (f) after the Closing, in order to perfect Purchaser’s interest in the Assigned Patent Rights or the Abandoned Assets with any governmental patent office (including, without limitation, recording the Executed Assignments in any governmental patent office); or (g) after the Closing, to enforce Purchaser’s right, title, and interest in and to the Assigned Patent Rights or the Abandoned Assets; provided that, in (b) and (c) above, (i) to the extent permitted by law, the disclosing party will use all legitimate and legal means available to minimize the disclosure to third parties, including, without limitation, seeking a confidential treatment request or protective order whenever appropriate or available; and (ii) the disclosing party will provide the other party with at least ten (10) days’ reasonable prior written notice of such disclosure. Without limiting the foregoing, Seller will cause its agents involved in this transaction to abide by the terms of this paragraph, including, without limitation, ensuring that such agents do not disclose or otherwise publicize the terms existence of this Agreement transaction with actual or potential clients in marketing materials, or industry conferences, except as provided in Exhibit I. With respect to disclosure under this paragraph 8.4, as of the date of this Agreement, Seller and Purchaser have agreed to only the limited public disclosures in Exhibit I, which disclosures are subject to the terms and conditions in Exhibit I..

Confidentiality of Terms. Until the Closing, (a) any unpublished patent applications will continue to be the confidential information of Seller, (b) such unpublished patent applications themselves will solely be provided to outside counsel designated by Purchaser that is bound by the Common Interest Agreement with Seller set forth in Exhibit E hereto, and (c) the parties hereto will keep the foregoing unpublished patent applications confidential and will not use the information contained therein in any manner except in connection with Purchaser’s evaluation of the transaction contemplated by this Agreement. The parties Buyer will keep the terms and existence of this Agreement and the identities of Purchaser’s affiliates the parties hereto and their Affiliates confidential and will not now or hereafter divulge any of this such information to any third party except (a) with the prior written consent of the other party; Seller; (b) as otherwise may be required by law or legal process; , including, without limitation, in confidence to legal and financial advisors in their capacity of advising Buyer in such matters; (c) during the course of litigation, so long as the disclosure of such terms and conditions is restricted in the same manner as is the confidential information of other litigating parties; parties; (d) in confidence to its legal counsel, accountants, banksinsurers, and financing sources and their advisors solely in connection with complying with or administering its obligations with respect to under this Agreement; Agreement; (e) by Purchaser, to potential licensees of and, after the Closing, to potential purchasers of the Assigned Patent Rights or the Abandoned Assets; (f) after the Closing, in order to perfect PurchaserBuyer’s interest in the Assigned Patent Rights or the Abandoned Assets with any governmental patent office agency (including, without limitation, recording the Executed Assignments of Exhibit B in any governmental patent office); office); (f) to inform Buyer’s existing licensees or prospective licensees of the Seller’s assignment to Buyer of the assets assigned by this Agreement, but only to the minimum extent of disclosure required for such purpose; or (g) after the Closing, to enforce PurchaserBuyer’s right, title, and interest in and to the Assigned Patent Rights or the Abandoned Assets; Rights; provided that, in (b) and (c) above, (i) to the extent permitted by law, the disclosing party Buyer will use all legitimate and legal means available to minimize the disclosure to third parties, including, without limitation, seeking a confidential treatment request or protective order whenever appropriate or available; available; and (ii) the disclosing party Buyer will provide the other party with at least ten (10) calendar days’ prior written notice of such disclosure. Without limiting the foregoing, Seller will cause its agents involved in this transaction to abide by may disclose the terms of this paragraph, including, without limitation, ensuring that such agents do not disclose or otherwise publicize the terms of this Agreement with actual or potential clients in marketing materials, or industry conferences, except as provided in Exhibit I. With respect to disclosure under this paragraph 8.4, as of the date and existence of this Agreement, and the identities of the parties hereto and their Affiliates, to any third party at Seller’s sole discretion. In the event of any breach or default, threatened or otherwise, by Buyer under this Section, the parties acknowledge and agree that damages alone would be insufficient to compensate for any such breach or default and that irreparable harm would result from such breach or default. Consequently, in the event of any such breach or default, or any threat of such breach or default by Buyer, then Seller will be entitled to temporary or permanent injunctive relief, specific performance and Purchaser have agreed such other equitable relief as may be appropriate in the circumstances in order to only restrain or enjoin such breach or default. These remedies will not be the limited public disclosures exclusive remedies for violation of the terms of the confidentiality obligations contained in Exhibit Ithis Section, which disclosures are subject but will be in addition to all other remedies available to the terms and conditions parties at law or in Exhibit I.equity.

Confidentiality of Terms. Until the Closing, (a) any unpublished patent applications will continue to be the confidential information of Seller, (b) such unpublished patent applications themselves will solely be provided to outside counsel designated by Purchaser that is bound by the Common Interest Agreement with Seller set forth in Exhibit E hereto, and (c) the The parties hereto will keep the foregoing unpublished patent applications confidential and will not use the information contained therein in any manner except in connection with Purchaser’s evaluation of the transaction contemplated by this Agreement. The parties will reasonable efforts to keep the terms and existence of this Agreement and the identities of Purchaser’s the parties hereto and their affiliates confidential and will not now or hereafter divulge any of this information to any third party except (a) with the prior written consent of the other party; (b) as otherwise may be required by law or legal process, including, without limitation, in confidence to legal and financial advisors in their capacity of advising a party in such matters; (c) during the course of litigation, so long as the disclosure of such terms and conditions is restricted in the same manner as is the confidential information of other litigating parties; (d) in confidence to its legal counsel, accountants, banks, banks and financing sources and their advisors solely in connection with complying with or administering its obligations with respect to under this Agreement; (e) by Purchaser, to potential licensees of and, after the Closing, to potential purchasers of the Assigned Patent Rights or the Abandoned Assets; (f) after the Closing, in order to perfect Purchaser’s 's interest in the Assigned Patent Rights or the Abandoned Assets with any governmental patent office (including, without limitation, recording the Executed Assignments in any governmental patent office); or (gf) after the Closing, to enforce Purchaser’s 's right, title, and interest in and to the Assigned Patent Rights or the Abandoned Assets; provided that, in (b) and through (cd) above, (i) to the extent permitted by law, the disclosing party will use all legitimate and legal means available reasonable best efforts to minimize the disclosure to third parties, including, without limitation, seeking a confidential treatment request or protective order whenever appropriate or available; and (ii) the disclosing party will provide the other party with at least ten (10) days’ ' prior written notice of such disclosure., provided further, however that notwithstanding anything herein to the contrary, the parties acknowledge that Seller is a wholly-owned subsidiary of Blonder Tongue, Laboratories, Inc., which is a public company and that Blonder Tongue Laboratories, Inc., will be filing a copy of this agreement in a public EDGAR filing with the Securities Exchange Commission, pursuant xx xxe Securities Exchange Act of 1934, and may also discuss this transaction in its periodic filings and annual report to stockholders, as deemed necessary and material by Blonder Tongue Laboratories, Inc.'s SEC counsel, as to all of which, no notice in advance of disclosure need by given. Without limiting the foregoing, Seller will cause its agents involved in this transaction to abide by the terms of this paragraph, including, without limitation, ensuring that such agents do not disclose or otherwise publicize the terms existence of this Agreement transaction with actual or potential clients in marketing materials, or industry conferences, except as provided in Exhibit I. With respect to disclosure under this paragraph 8.4, as of the date of this Agreement, Seller and Purchaser have agreed to only the limited public disclosures in Exhibit I, which disclosures are subject to the terms and conditions in Exhibit I..