Common use of Confidentiality of Terms Clause in Contracts

Confidentiality of Terms. The parties hereto will keep the terms of this Agreement and the identities of 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 and current and prospective investors of such party, its affiliates or related 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 (1) in the case of Seller, the rights associated with patents owned, licensed, or held by Seller or any of Seller’s Affiliates or (2) in the case of Purchaser, the Assigned Patent Rights, provided that in the case 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) in order to perfect Purchaser’s interest in the Assigned Patent Rights with any governmental patent office by recording any executed assignments delivered by Seller pursuant to this Agreement in any governmental patent office; (g) in order to perfect Seller’s security interest in the Assigned Patent Rights by filing the Security Interest Addendum and any related financing statements, amendments, applications for registration or other forms under the Uniform 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.

Confidentiality of Terms. The parties Parties hereto will keep the terms and existence of this Agreement and the identities of the parties hereto 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, includingincluding in confidence to legal, without limitation, by financial and monetization advisors in their capacity of advising a taxing or regulatory authorityParty 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, its current banks and prospective financing sources and their advisors and current and prospective investors of such party, its affiliates or related 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 (1) solely in the case of Seller, the rights associated connection with patents owned, licensed, or held by Seller or any of Seller’s Affiliates or (2) in the case of Purchaser, the Assigned Patent Rights, provided that in the case 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 hereincomplying with financial transactions; (f) by Purchaser, in order to perfect Purchaser’s interest in the Assigned Patent Rights with any governmental patent office by (including, without limitation, recording any executed assignments delivered by Seller pursuant to this Agreement the Executed Assignment in any governmental patent office); (g) in order to perfect Sellerenforce Purchaser’s security right, title and 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 Uniform Commercial Code with any governmental officeRights; or (h) information 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, or any other filings, reports or disclosures that is, before the date of such disclosure, rightfully publicly available, other than by a breach of this Agreement by the disclosing partymay 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 existence of this transaction or Seller License in Section 8.1 to the terms of this Agreement with actual or potential clients in marketing materials, or industry conferencesSeller’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 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 hereto will keep the terms of this Agreement and the identities of the parties hereto and their Affiliates 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, 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 and current and prospective investors of such party, solely in connection with complying with or administering its affiliates or related fundsobligations with respect to this Agreement; (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 Licenseesof and, as applicable) or acquirers after the Closing, to potential purchasers of (1) in the case of Seller, the rights associated with patents owned, licensed, or held by Seller or any of Seller’s Affiliates or (2) in the case of Purchaser, the Assigned Patent Rights, provided that in Rights or the case 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 hereinAbandoned 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 by (including, without limitation, recording any executed assignments delivered by Seller pursuant to this Agreement the Executed Assignments in any governmental patent office); or (g) in order after the Closing, to perfect Sellerenforce Purchaser’s security right, title, and interest in and to the Assigned Patent Rights by filing or the Security Interest Addendum and any related financing statements, amendments, applications for registration or other forms under the Uniform 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 partyAbandoned 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 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. The parties hereto will keep the terms and existence of this Agreement and the identities of the parties hereto and their Affiliates 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 or administering its obligations with respect to this Agreement 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 current the omitted portions represented by [***] have been separately filed with the Securities and prospective investors Exchange Commission. -- of such party, its affiliates Seller or related fundsPurchaser; (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 to potential purchasers or their respective Affiliates to actual or potential licensees (including Optional Licensees, as applicable) or acquirers of (1) in the case of Seller, the rights associated with patents owned, licensed, or held by Seller or any of Seller’s Affiliates or (2) in the case of Purchaser, the Assigned Patent Rights, provided that in Rights or the case 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 hereinAbandoned Assets; (f) in order to perfect Purchaser’s interest in the Assigned Patent Rights or the Abandoned Assets with any governmental patent office by (including, without limitation, recording any executed assignments delivered by Seller pursuant to this Agreement the Executed Assignments in any governmental patent office); (g) in order to perfect Sellerenforce Purchaser’s security right, title, and interest in and to the Assigned Patent Rights by filing or the Security Interest Addendum and any related financing statements, amendments, applications for registration or other forms under the Uniform Commercial Code with any governmental officeAbandoned Assets; 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 partyas 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 existence of this transaction or the terms of this Agreement with actual or potential clients in marketing materials, or industry conferences.

Confidentiality of Terms. The parties hereto will keep the terms and existence of this Agreement and the identities of the parties hereto and their Affiliates 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 in confidence to legal and financial advisors in their capacity of advising a taxing or regulatory authorityparty 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, its current banks and prospective financing sources and their advisors and current and prospective investors of such party, solely in connection with complying with its affiliates or related fundsobligations under this Agreement; (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)by Licensee, 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 (1) in the case of Seller, the rights associated with patents owned, licensed, or held by Seller or any of Seller’s Affiliates or (2) in the case of Purchaser, the Assigned Patent Rights, provided that in the case 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) in order to perfect PurchaserLicensee’s interest in the Assigned Patent Rights Patents or the Abandoned Assets with any governmental patent office by (including, without limitation, recording any executed assignments delivered by Seller pursuant to this Agreement Memoranda of Exclusive License/Rights in any governmental patent office); or (gf) in order to perfect Sellerenforce Licensee’s security rights and interest in the Assigned Patent Rights by filing Patents, the Security Interest Addendum and any related financing statementscauses of action transferred under this Agreement, amendments, applications for registration or other forms under the Uniform Commercial Code with any governmental officeAbandoned Assets; 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 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 existence of this transaction or the terms of this Agreement with actual or potential clients in marketing materials, materials or industry conferences. In the event of any breach or default, threatened or otherwise, under this paragraph, 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 terms of the confidentiality obligations contained in this paragraph but will be in addition to all other remedies available to the parties at law or in equity.

Confidentiality of Terms. The parties hereto Buyer will keep the terms and existence of this Agreement and the identities of 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, by a taxing or regulatory authority; 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, its current and prospective financing sources and their advisors and current and prospective investors of such party, solely in connection with complying with its affiliates or related funds; obligations under this Agreement; (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 (1) in the case of Seller, the rights associated with patents owned, licensed, or held by Seller or any of Seller’s Affiliates or (2) in the case of Purchaser, the Assigned Patent Rights, provided that in the case 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) in order to perfect PurchaserBuyer’s interest in the Assigned Patent Rights Licensed Technology with any governmental patent office by agency (including, without limitation, recording any executed assignments delivered by Seller pursuant to this Agreement 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) in order to perfect Sellerenforce Buyer’s security right, title, and 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 assigned rights under the Uniform 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; Patent 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 Seller may disclose the foregoingterms and existence of this Agreement, and the identities of the parties hereto and their Affiliates, to 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 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 cause its agents involved be entitled to temporary or permanent injunctive relief, specific performance and such other equitable relief as may be appropriate in this transaction the circumstances in order to abide by restrain or enjoin such breach or default. These remedies will not be the exclusive remedies for violation of the terms of the confidentiality obligations contained in this paragraph, including, without limitation, ensuring that such agents do not disclose Section but will be in addition to all other remedies available to the parties at law 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.equity. Section 11.3

Confidentiality of Terms. The parties hereto ‌ Buyer will keep the terms and existence of this Agreement and the identities of 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, by a taxing or regulatory authorityin 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, its current and prospective financing sources and their advisors and current and prospective investors of such party, solely in connection with complying with its affiliates or related fundsobligations under this Agreement; (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 (1) in the case of Seller, the rights associated with patents owned, licensed, or held by Seller or any of Seller’s Affiliates or (2) in the case of Purchaser, the Assigned Patent Rights, provided that in the case 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) in order to perfect PurchaserBuyer’s interest in the Assigned Patent Rights with any governmental patent office by agency (including, without limitation, recording any executed assignments delivered by Seller pursuant to this Agreement the 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) in order to perfect Sellerenforce Buyer’s security right, title, and 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 Uniform 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 partyRights; 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 may disclose the terms 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 cause its agents involved be entitled to temporary or permanent injunctive relief, specific performance and such other equitable relief as may be appropriate in this transaction the circumstances in order to abide by restrain or enjoin such breach or default. These remedies will not be the exclusive remedies for violation of the terms of the confidentiality obligations contained in this paragraphSection, including, without limitation, ensuring that such agents do not disclose but will be in addition to all other remedies available to the parties at law or otherwise publicize the existence of this transaction or the terms of this Agreement with actual or potential clients in marketing materials, or industry conferencesequity.

Confidentiality of Terms. The parties hereto will keep the terms of this Agreement and Agreement, but not the existence or the identities of the parties hereto and their Affiliates 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 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 in connection with complying with or administering its obligations with respect to this Agreement or any agreement between Affiliates of Seller and current and prospective investors of such party, its affiliates or related fundsAffiliates’ funding sources; (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 its Affiliates to actual licensees or potential licensees (including Optional Licensees, as applicable) or acquirers grantees of (1) in the case of Seller, the rights associated with patents owned, licensed, or held by Seller or any of Seller’s Affiliates or (2) in the case of Purchaser, the Assigned Patent Rights, provided that in the case 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) in order to perfect Purchaser’s interest in the Assigned Patent Rights with any governmental patent office by recording any executed assignments Executed Assignments delivered by Seller pursuant to this Agreement in any governmental patent office; or (g) in order to perfect Seller’s security interest in the Assigned Patent Rights by filing the Security Interest Addendum and any related financing statements, amendments, applications for registration or other forms under the Uniform 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.6.3

Confidentiality of Terms. The parties Parties hereto will keep the terms and existence of this Agreement and the identities of the parties Parties hereto and their Affiliates 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 in confidence to legal and financial advisors in their capacity of advising a taxing or regulatory authorityParty 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, its current banks and prospective financing sources and their advisors and current and prospective investors of such party, solely in connection with complying with its affiliates or related fundsobligations under this Agreement; (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)by Licensee, 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 (1) in the case of Seller, the rights associated with patents owned, licensed, or held by Seller or any of Seller’s Affiliates or (2) in the case of Purchaser, the Assigned Patent Rights, provided that in the case 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) in order to perfect PurchaserLicensee’s interest in the Assigned Patent Rights Patents or the Abandoned Assets with any governmental patent office by (including, without limitation, recording any executed assignments delivered by Seller pursuant to this Agreement Memoranda of Exclusive License/Rights in any governmental patent office); or (gf) in order to perfect Sellerenforce Licensee’s security rights and interest in the Assigned Patent Rights by filing Patents, the Security Interest Addendum and any related financing statementscauses of action transferred under this Agreement, amendments, applications for registration or other forms under the Uniform Commercial Code with any governmental officeAbandoned Assets; 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 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 existence of this transaction or the terms of this Agreement with actual or potential clients in marketing materials, materials or industry conferences. In the event of any breach or default, threatened or otherwise, under this paragraph, 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 terms of the confidentiality obligations contained in this paragraph but will be in addition to all other remedies available to the Parties at law or in equity.

Confidentiality of Terms. The parties hereto will keep the terms and existence of this Agreement and the identities of 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, by in confidence to legal and financial advisors in their capacity of advising a taxing or regulatory authority; 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, its current indemnitors, indemnitees, banks and prospective financing sources and their advisors and current and prospective investors of such party, solely in connection with complying with its affiliates or related funds; obligations under this Agreement; (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)by StemSpine, 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 (1) in the case of Seller, the rights associated with patents owned, licensed, or held by Seller or any of Seller’s Affiliates or (2) in the case of Purchaser, the Assigned Patent Rights, provided that in the case 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) in order to perfect PurchaserStemSpine’s interest in the Assigned Patent Rights with any governmental patent office by agency (including, without limitation, recording any executed assignments delivered by Seller pursuant to this Agreement assignment in any governmental patent office; office); (f) by StemSpine, in the course of any legal proceeding to support any claim or defense; (g) in order to perfect inform either party’s existing licensees or prospective licensees of the Seller’s security interest in assignment to StemSpine of the Assigned Seller’s Patent Rights by filing the Security Interest Addendum and any related financing statements, amendments, applications for registration or other forms under the Uniform Commercial Code with any governmental office; (provided that Seller shall not identify StemSpine); or (h) information that isto enforce StemSpine’s right, before title, and interest in and to the date of such disclosure, rightfully publicly available, other than by a breach of this Agreement by the disclosing party; Assigned Patent 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 existence of this transaction or 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 conferencesany subsequent filing.

Confidentiality of Terms. The parties hereto Buyer will keep the terms and existence of this Agreement and the identities of 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, by a taxing or regulatory authority; 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, its current and prospective financing sources and their advisors and current and prospective investors of such party, solely in connection with complying with its affiliates or related funds; obligations under this Agreement; (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 (1) in the case of Seller, the rights associated with patents owned, licensed, or held by Seller or any of Seller’s Affiliates or (2) in the case of Purchaser, the Assigned Patent Rights, provided that in the case 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) in order to perfect PurchaserBuyer’s interest in the Assigned Patent Rights with any governmental patent office by agency (including, without limitation, recording any executed assignments delivered by Seller pursuant to this Agreement 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) in order to perfect Sellerenforce Buyer’s security right, title, and 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 Uniform 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; 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 Seller may disclose the foregoingterms 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 cause its agents involved be entitled to temporary or permanent injunctive relief, specific performance and such other equitable relief as may be appropriate in this transaction the circumstances in order to abide by restrain or enjoin such breach or default. These remedies will not be the exclusive remedies for violation of the terms of the confidentiality obligations contained in this paragraphSection, including, without limitation, ensuring that such agents do not disclose but will be in addition to all other remedies available to the parties at law or otherwise publicize the existence of this transaction or the terms of this Agreement with actual or potential clients in marketing materials, or industry conferencesequity.

Confidentiality of Terms. The parties hereto will use reasonable efforts to keep the terms and existence of this Agreement and the identities of the parties hereto and their Affiliates 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 in confidence to legal and financial advisors in their capacity of advising a taxing or regulatory authorityparty 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, its current banks and prospective financing sources and their advisors and current and prospective investors of such party, solely in connection with complying with its affiliates or related fundsobligations under this Agreement; (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 (1) in the case of Seller, the rights associated with patents owned, licensed, or held by Seller or any of Seller’s Affiliates or (2) in the case of Purchaser, the Assigned Patent Rights, provided that in the case 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) in order to perfect Purchaser’s 's interest in the Assigned Patent Rights or the Abandoned Assets with any governmental patent office by (including, without limitation, recording any executed assignments delivered by Seller pursuant to this Agreement the Executed Assignments in any governmental patent office); or (gf) in order to perfect Seller’s security enforce Purchaser's right, title, and interest in and to the Assigned Patent Rights by filing or the Security Interest Addendum and any related financing statements, amendments, applications for registration or other forms under the Uniform 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 partyAbandoned 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 existence of this transaction or the terms of this Agreement with actual or potential clients in marketing materials, or industry conferences.

Confidentiality of Terms. The parties hereto Buyer will keep the terms and existence of this Agreement and the identities of 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, by a taxing or regulatory authority; 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, its current and prospective financing sources and their advisors and current and prospective investors of such party, solely in connection with complying with its affiliates or related funds; obligations under this Agreement; (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 (1) in the case of Seller, the rights associated with patents owned, licensed, or held by Seller or any of Seller’s Affiliates or (2) in the case of Purchaser, the Assigned Patent Rights, provided that in the case 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) in order to perfect PurchaserBuyer’s interest in the Assigned Patent Rights with any governmental patent office by agency (including, without limitation, recording any executed assignments delivered by Seller pursuant to this Agreement 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) in order to perfect Sellerenforce Buyer’s security right, title, and 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 Uniform 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; 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 Seller may disclose the foregoingterms 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 cause its agents involved be entitled to temporary or permanent injunctive relief, specific performance and such other equitable relief as may be appropriate in this transaction the circumstances in order to abide by restrain or enjoin such breach or default. These remedies will not be the exclusive remedies for violation of the terms of the confidentiality obligations contained in this paragraphSection, including, without limitation, ensuring that such agents do not disclose but will be in addition to all other remedies available to the parties at law or otherwise publicize the existence of this transaction or the terms of this Agreement with actual or potential clients in marketing materials, or industry conferencesequity.

Confidentiality of Terms. The parties hereto will Each of Seller and Purchaser shall, and shall cause their respective agents to, keep the terms of this Agreement and the identities of the parties hereto and their Affiliates confidential and will shall not now or hereafter divulge this Agreement or any of this information its terms to any third party except except: (a) with the prior written consent of the other partyparty hereto; (b) as otherwise may be required by law or legal process, including, without limitationLaw, by any Governmental Entity or by any self-regulatory agency or stock exchange on which such party’s securities are listed or which has regulatory or supervisory authority over such party, and to such party’s regulators and in the course of inspections, examinations or inquiries by regulatory agencies or self-regulatory organizations that have requested or required the inspection of records that contain or reflect this Agreement; it being understood that this Agreement will be filed as an exhibit to Seller’s annual report on Form 10-K and as an annex to Seller’s proxy statement in respect of the Merger and will be summarized in any Form 8-K filing to be made in connection with the execution of this Agreement; and it being further understood that Seller shall provide Purchaser with a taxing reasonable opportunity to review and comment on the portions of any filings that relate to this Agreement; and it being further understood that Seller shall only make such disclosures as are required by Law, by any such stock exchange or self-regulatory authorityagency or by any Governmental Entity and after consultation with Purchaser, to the extent practicable; (c) during the course of litigation, so long as the disclosure of such terms and conditions is are 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 banks and prospective financing sources and their advisors and current and prospective investors in their capacity of advising the disclosing party in such party, its affiliates or related fundsmatters; (e) the fact that the Patents have been sold and that Seller retains the right to grant licenses pursuant in confidence to the Patents (if that is auditors of the case), may be disclosed after the Closing by Purchaser, Seller disclosing party or their respective Affiliates to actual or potential licensees (including Optional Licensees, as applicable) or acquirers of (1) in the case of Seller, the rights associated with patents owned, licensed, or held by Seller or any of Seller’s Affiliates or (2) in the case of Purchaser, the Assigned Patent Rights, provided that in the case 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) in order with respect to perfect Purchaser’s interest in the Assigned Patent Rights with any governmental patent office disclosure to a tax authority required by recording any executed assignments delivered by Seller pursuant to this Agreement in any governmental patent office; (g) in order to perfect Seller’s security interest in the Assigned Patent Rights by filing the Security Interest Addendum and any related financing statements, amendments, applications for registration or other forms under the Uniform 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 partytax Law; provided that, in (bi) and with respect to (c) above, (i) to the extent permitted by law, the disclosing party will shall 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) with respect to (b), the disclosing party will provide shall give the other party reasonable opportunity to review and comment on any filings and coordinate with the other party on all other correspondence with any Governmental Entity, to the extent any such filing or correspondence relates to the transactions contemplated by this Agreement; and (iii) with respect to (c), if permitted under applicable Law, with at least ten (10) business days’ prior written notice of such disclosure. Without limiting In addition, Purchaser may disclose this Agreement to its members and their representatives, and Seller may disclose this Agreement to Parent and Sub. To the foregoingextent that this Agreement, Seller will cause its agents involved existence or any of its terms, is publicly disclosed not in violation of this transaction Section 8.6, the information so disclosed shall no longer be regarded as confidential or subject to abide by the terms of this paragraph, including, without limitation, ensuring that such agents do not disclose or otherwise publicize Section 8.6 but only to the existence of this transaction or the terms of this Agreement with actual or potential clients in marketing materials, or industry conferencesextent so disclosed.

Confidentiality of Terms. The parties hereto Buyer will keep the terms and existence of this Agreement and the identities of 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, by a taxing or regulatory authority; 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, its current and prospective financing sources and their advisors and current and prospective investors of such party, solely in connection with complying with its affiliates or related funds; obligations under this Agreement; (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 (1) in the case of Seller, the rights associated with patents owned, licensed, or held by Seller or any of Seller’s Affiliates or (2) in the case of Purchaser, the Assigned Patent Rights, provided that in the case 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) in order to perfect Purchaser’s Buyer's interest in the Assigned Patent Rights with any governmental patent office by agency (including, without limitation, recording any executed assignments delivered by Seller pursuant to this Agreement 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) in order to perfect Seller’s security enforce Buyer's right, title, and 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 Uniform 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; 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 Seller may disclose the foregoingterms 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 cause its agents involved be entitled to temporary or permanent injunctive relief, specific performance and such other equitable relief as may be appropriate in this transaction the circumstances in order to abide by restrain or enjoin such breach or default. These remedies will not be the exclusive remedies for violation of the terms of the confidentiality obligations contained in this paragraphSection, including, without limitation, ensuring that such agents do not disclose but will be in addition to all other remedies available to the parties at law or otherwise publicize the existence of this transaction or the terms of this Agreement with actual or potential clients in marketing materials, or industry conferencesequity.

Confidentiality of Terms. The parties hereto will keep the terms and existence of this Agreement and the identities of the parties hereto 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 process, including, without limitation, by a taxing or regulatory authorityprocess 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, its current banks and prospective financing sources and their advisors and current and prospective investors of such party, its affiliates or related fundssolely in connection with complying with financial obligations hereunder; (ef) 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 (1) in the case of Seller, the rights associated with patents owned, licensed, or held by Seller or any of Seller’s Affiliates or (2) in the case of Purchaser, the Assigned Patent Rights, provided that in the case 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, 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 Assigned Patent Rights, as applicable; (fg) by Purchaser, in order to perfect Purchaser’s interest in the Assigned Patent Rights with any governmental patent office by (including, without limitation, recording any executed assignments delivered by Seller pursuant to this Agreement the Executed Assignment in any governmental patent office); (gh) in order to perfect Sellerenforce Purchaser’s security right, title and 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 Uniform Commercial Code with any governmental officeRights; or (hi) information 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, or any other filings, reports or disclosures that is, before the date of such disclosure, rightfully publicly available, other than by a breach of this Agreement by the disclosing party; 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 existence of this transaction or the terms of this Agreement with actual or potential clients in marketing materials, or industry conferences.