Common use of Confidentiality Publications Clause in Contracts

Confidentiality Publications. A. Any proprietary or confidential information of a Party, disclosed by that Party to the other in connection with this SBIR Project, shall be received and held in confidence by the receiving Party and, except with the consent of the disclosing Party or as permitted under this Agreement, neither used by the receiving Party nor disclosed by receiving Party to others, provided that the receiving Party has notice that such information is regarded by the disclosing Party as proprietary or confidential. B. Confidentiality obligations shall not apply to use or disclosure by the receiving Party after such information (i) is or becomes known to the public without breach of this provision; (ii) is or becomes known to the receiving Party from a source reasonably believed to be independent of the disclosing Party; or (iii) is developed by or for the receiving Party independently of its disclosure by the disclosing Party. C. Subject to the terms of paragraph (A) above, either Party may publish its results from this SBIR Project. Accordingly, Subcontractor’s researchers will not be restricted from presenting at symposia, national, or regional professional meetings, or from publishing in abstracts, journals, theses, or dissertations, or otherwise, whether in printed or in electronic media, methods and results of its work, under the following terms and conditions: (i) Subcontractor shall deliver to SPONSOR copies of any proposed publication or presentation at least 30 days in advance of the submission of such proposed publication or presentation to a journal, editor, or other third party. (ii) SPONSOR shall have 30 days, after receipt of said copies, to object to such proposed presentation or proposed publication because the publication contains SPONSOR Confidential Information or their is patentable subject matter which needs protection. (iii) If SPONSOR makes objection on the grounds of the inclusion of Confidential Information, Subcontractor will ensure that its researchers remove such Confidential Information immediately from the proposed presentation or publication, after which University and its researchers may proceed with said presentation or publication. (iv) If SPONSOR makes an objection on the grounds of protection of patentable subject matter, said Researcher(s) shall refrain from making such publication or presentation for a maximum of three (3) months from date of receipt of such objection in order for Subcontractor and/or SPONSOR as appropriate, file patent application(s) with the United States Patent and Trademark Office and/or foreign patent office(s) D. No license to either Party under any other patents or intellectual property is granted or implied by conveying proprietary or other confidential information to that Party.

Confidentiality Publications. A. Any proprietary 7-1 Subject to the provisions of Article 8, CNRS and INAF shall be entitled to publish the Results obtained in connection with cooperative actions. However, before any publication, CNRS and INAF shall ensure that they do not prejudice the rights of third parties. 7-2 CNRS and INAF shall specify, as early as possible, the information produced or confidential arising from a cooperative action that they don’t wish to be published, such as: - Information that is not known to experts in the discipline or not easily accessible by legal means, - Information that has actual or potential commercial value related to its confidentiality, - Information for which the authorities of the countries concerned have taken the necessary measures to ensure its confidentiality. 7-3 In the scope of a cooperative action, each of the Parties receiving information of a Partyconfidential nature, disclosed by that Party undertakes to the refrain from use of said information for reasons other in connection with this SBIR Project, shall be received and held in confidence by the receiving Party and, except with the consent of the disclosing Party or as permitted than those under this Agreement, neither used and specifically to refrain from disclosing to third parties or to protecting (by patent, etc.) or commercially or industrially exploiting said information without expressing prior consent of the other Party that provided such information. These provisions do not apply for information which: − is in the public domain or arrives in the public domain through means other than the Party receiving it; − was already in the possession of the Party nor disclosed receiving it at the time it was communicated ; − is communicated to the Party receiving it by receiving Party to others, provided that the receiving Party has notice that such information is regarded a third-party not bound by the disclosing Party as proprietary or confidentialconfidentiality. B. Confidentiality obligations shall not apply to use 7-4 Throughout the term of this Agreement and for a period of six (6) months following its termination, any publication or disclosure by each of the receiving Party after Parties of such information (i) is or becomes known to joint Results resulting from a collaborative activity shall require the public without breach prior, written consent of this provision; (ii) is the Party that provided such information or becomes known to the receiving that co-owns such joint Results. The Party from a source reasonably believed to be independent of whom disclosure is requested shall advise the disclosing Party; or (iii) is developed by or for the receiving requesting Party independently of its disclosure by the disclosing Party. C. Subject to the terms of paragraph decision within two (A) above, either Party may publish its results from this SBIR Project. Accordingly, Subcontractor’s researchers will not be restricted from presenting at symposia, national, or regional professional meetings, or from publishing in abstracts, journals, theses, or dissertations, or otherwise, whether in printed or in electronic media, methods and results of its work, under the following terms and conditions: (i) Subcontractor shall deliver to SPONSOR copies of any proposed publication or presentation at least 30 days in advance of the submission of such proposed publication or presentation to a journal, editor, or other third party. (ii) SPONSOR shall have 30 days, after receipt of said copies, to object to such proposed presentation or proposed publication because the publication contains SPONSOR Confidential Information or their is patentable subject matter which needs protection. (iii) If SPONSOR makes objection on the grounds of the inclusion of Confidential Information, Subcontractor will ensure that its researchers remove such Confidential Information immediately from the proposed presentation or publication, after which University and its researchers may proceed with said presentation or publication. (iv) If SPONSOR makes an objection on the grounds of protection of patentable subject matter, said Researcher(s) shall refrain from making such publication or presentation for a maximum of three (32) months from date of receipt of the request. After such objection a period has lapsed without a response being received, the request shall be deemed to have been granted. 7-5 However, this clause shall not impede CNRS researchers from fulfilling their obligation of producing an activity report, which shall not constitute disclosure within the meaning of the laws governing industrial property, nor students from defending their doctoral thesis or internship report relating to the work conducted under this cooperative activity. If necessary, the examination may take place behind closed doors. 7-6 Information that is authorized for publication may only be used within the limits of the relevant cooperative action. Publications made in order for Subcontractor and/or SPONSOR as appropriate, file patent application(s) the framework of each action shall mention the link with the United States Patent Parties and Trademark Office and/or foreign patent office(s) D. No license acknowledge their support. Publication of the Results shall be made according to either Party under any other patents or intellectual property is granted or implied by conveying proprietary or other confidential information the customs and practices of the scientific community, with prior agreement of all active contributors to that Partythe Results and the entitled Parties.

Confidentiality Publications. A. Any proprietary 13.1. Each Party (the “Receiving Party”) will keep any information and material or confidential information of a Party, disclosed by that Party to part thereof received from the other in connection with this SBIR Project, shall be received and held in confidence Party (the “Disclosing Party”) or accrued by the receiving Receiving Party andpursuant to this Agreement (including development reports) strictly confidential and will not disclose same to any other party, except with the consent to those employees or consultants of the disclosing Receiving Party or as permitted under its Affiliates (with respect to LICENSEE) to whom it will be strictly necessary to grant access thereto for the purpose referred to in this Agreement, neither used by and who have executed undertakings securing their compliance with this Agreement. However, the receiving Party nor disclosed by receiving Party to others, provided that the receiving Party has notice that such information is regarded by the disclosing Party as proprietary or confidential. B. Confidentiality foregoing confidentiality obligations shall not apply to use information or material which: • was in the Receiving Party’s and/or its Affiliates’ (with respect to LICENSEE) possession and at its free disposal prior to disclosure by the receiving Disclosing Party after such information (i) as evidenced by written records then in the possession of the Receiving Party; or • was in the public domain at the time of disclosure by the Disclosing Party; or • subsequently comes into the public domain through no fault, action or omission of the Receiving Party; or • becomes available to Receiving Party without any obligation of confidence from a third party having the right to transmit same; • is or becomes known required to be disclosed in order to permit commercialization activities in accordance with the license granted by SENESCO pursuant to Article 4.1.; • is developed independently by the Receiving Party without reference to the public without breach Disclosing Party’s information or material. 13.2. The foregoing shall not prevent LICENSEE from making available information received from SENESCO to patent attorneys and patent offices when filing, prosecuting, maintaining and defending patent applications pursuant to this Agreement. 13.3. The foregoing shall not prevent SENESCO from issuing press releases concerning the existence of this provision; Agreement and progress made under this Agreement. However, a draft of any such press release shall first be made available to LICENSEE at least one (ii1) week prior to such publication for LICENSEE’s approval as to its content, such approval not to be unreasonably withheld. Both Parties acknowledge that no press release will be issued before this Agreement is fully and duly executed by all Parties. 13.4. The foregoing shall not prevent either Party to disclose information in order to comply with any applicable law or becomes known if required to do so by order of any court or other judicial or administrative body, including the SEC, provided that prior to making such disclosure the receiving Party from a source reasonably believed gives the disclosing Party notice of the requirement of disclosure and the information to be independent of disclosed and the disclosing Party; or (iii) is developed by or for the receiving Party independently of its disclosure by the disclosing Partyopportunity if available to seek a protective order. C. Subject to the terms of paragraph (A) above, either Party may publish its results from this SBIR Project. Accordingly, Subcontractor’s researchers will not be restricted from presenting at symposia, national, or regional professional meetings, or from publishing in abstracts, journals, theses, or dissertations, or otherwise, whether in printed or in electronic media, methods and results of its work, under the following terms and conditions: (i) Subcontractor shall deliver to SPONSOR copies of any proposed publication or presentation at least 30 days in advance of the submission of such proposed publication or presentation to a journal, editor, or other third party. (ii) SPONSOR shall have 30 days, after receipt of said copies, to object to such proposed presentation or proposed publication because the publication contains SPONSOR Confidential Information or their is patentable subject matter which needs protection. (iii) If SPONSOR makes objection on the grounds of the inclusion of Confidential Information, Subcontractor will ensure that its researchers remove such Confidential Information immediately from the proposed presentation or publication, after which University and its researchers may proceed with said presentation or publication. (iv) If SPONSOR makes an objection on the grounds of protection of patentable subject matter, said Researcher(s) shall refrain from making such publication or presentation for a maximum of three (3) months from date of receipt of such objection in order for Subcontractor and/or SPONSOR as appropriate, file patent application(s) with the United States Patent and Trademark Office and/or foreign patent office(s) D. No license to either Party under any other patents or intellectual property is granted or implied by conveying proprietary or other confidential information to that Party.