Common use of EXCHANGE OF INFORMATION AND CONFIDENTIALITY Clause in Contracts

EXCHANGE OF INFORMATION AND CONFIDENTIALITY. 6.1 Promptly after payment of both installments of the License Fee by SBCL to HDI, HDI shall disclose and supply to SBCL all Know-how required for performing the Services not already disclosed to SBCL during the negotiations of this Agreement. Thereafter, HDI shall promptly disclose and supply to SBCL any further Know-how required for performing the Services developed for SBCL by HDI which is or may become known to HDI. 6.2 During the term of this Agreement, each party shall promptly inform the other party of any information that it obtains or develops regarding the utility and safety of the Technology in the Field. Each party promptly shall report to the other any information on all serious or unexpected reactions or side effects related to the utilization of the Technology in the Field. 6.3 Except for documents labeled "Technology Secret" and their content which SBCL may not disclose to third parties except upon order of a judicial or administrative body during the term of this Agreement and for five (5) years thereafter, irrespective of any termination earlier than the expiration of the term of this Agreement, HDI, Hyseq Inc. ("HI") and SBCL shall not use or reveal or disclose to third parties any confidential information received from the other party or otherwise developed by either party in the performance of activities in furtherance of this Agreement, which information is identified by either party as confidential, without first obtaining the written consent of the other party; provided, however, that such confidential information may be disclosed for securing essential or desirable authorizations, privileges or rights from governmental agencies, or as required to be disclosed to a governmental agency or as necessary to file or prosecute Patent applications concerning the Technology or to carry out any litigation concerning the Technology; provided, however, that SBCL will consult with HDI prior to such disclosure. HDI, HI and SBCL shall take reasonable measures to assure that no unauthorized use or disclosure is made by others to whom access to such information is granted. This confidentiality obligation shall not apply to such information which is or becomes a matter of public knowledge, other than through the action or inaction of the party to be bound, or is already in the possession of the receiving party, or is disclosed to the receiving party by a third party having the right to do so, or is subsequently and independently developed by employees of the receiving party or Affiliates thereof who had no knowledge of the confidential information disclosed. 6.4 Subject to Section 6.3, nothing herein shall be construed as preventing either party from disclosing any confidential information received from the other to an Affiliate or Sublicensee of such party, provided that disclosure is required for use of the Technology in the Field and such Affiliate or Sublicensee has undertaken a similar obligation of confidentiality under this Agreement with respect to the confidential information. 6.5 All confidential information disclosed by one party to the other shall remain the intellectual property of the disclosing party. In the event that a court or other legal or administrative tribunal, directly or through an appointed master, trustee or receiver, assumes partial or complete control over the assets of a party to this Agreement based on the insolvency or bankruptcy of such party, the bankrupt or insolvent party shall promptly notify the court or other tribunal (i) that confidential information received from the other party under this Agreement remains the property of the other party and (ii) of the confidentiality obligations under this Agreement. In addition, the bankrupt or insolvent party shall, to the extent permitted by law, take all steps necessary or desirable to maintain the confidentiality of the other party's confidential information and to insure that the court, other tribunal or appointee maintains such information in confidence in accordance with the terms of this Agreement. 6.6 No public announcement or other disclosure to third parties concerning the existence of or terms of this Agreement shall be made, either directly or indirectly, by any party to this Agreement, except as may be legally required or as may be required for recording purposes, without first obtaining the approval of the other party and agreement upon the nature and text of such announcement or disclosure, unless the disclosure does not identify the other party. The party desiring to make any such public announcement or other disclosure shall inform the other party of the proposed announcement or disclosure in reasonably sufficient time prior to public release, and shall provide the other party with a written copy thereof, in order to allow such other party to comment upon such announcement or disclosure. If either party believes it needs to disclose any information to a third party for the purpose of public offering, merger or acquisition, it shall submit a request for approval from the other party along with the information it desires to disclose which approval will not unreasonably be withheld. 6.7 Neither SBCL nor HDI shall submit for written or oral publication any manuscript, abstract or the like which includes proprietary and confidential data or information generated and provided by the other party without first obtaining the prior written consent of the other party, which consent shall not be unreasonably withheld. The contribution of each party shall be noted in all publications or presentations by acknowledgment or co-authorship, whichever is appropriate.

EXCHANGE OF INFORMATION AND CONFIDENTIALITY. 6.1 Promptly after payment 1. Neither Party shall use or disclose information provided pursuant to this Chapter except for the purpose of both installments discharging the functions of its customs administration in accordance with its customs laws, or otherwise with the consent of the License Fee by SBCL to HDI, HDI shall disclose and supply to SBCL all Know-how required for performing the Services not already disclosed to SBCL during the negotiations of this Agreement. Thereafter, HDI shall promptly disclose and supply to SBCL any further Know-how required for performing the Services developed for SBCL by HDI which is or may become known to HDIproviding customs administration. 6.2 During the term of this Agreement, each party shall promptly inform the other party of any information that it obtains or develops regarding the utility and safety of the Technology in the Field2. Each party promptly shall report Party may limit the information it communicates to the other any information on all serious or unexpected reactions or side effects related to the utilization of the Technology in the Field. 6.3 Except for documents labeled "Technology Secret" and their content which SBCL may not disclose to third parties except upon order of a judicial or administrative body during the term of this Agreement and for five (5) years thereafter, irrespective of any termination earlier than the expiration of the term of this Agreement, HDI, Hyseq Inc. ("HI") and SBCL shall not use or reveal or disclose to third parties any confidential information received from Party when the other party or otherwise developed Party is unable to give the assurance requested by either party in the performance of activities in furtherance of this Agreement, which information is identified by either party as confidential, without first obtaining the written consent of the other party; provided, however, that such confidential information may be disclosed for securing essential or desirable authorizations, privileges or rights from governmental agencies, or as required to be disclosed to a governmental agency or as necessary to file or prosecute Patent applications concerning the Technology or to carry out any litigation concerning the Technology; provided, however, that SBCL will consult with HDI prior to such disclosure. HDI, HI and SBCL shall take reasonable measures to assure that no unauthorized use or disclosure is made by others to whom access to such information is granted. This confidentiality obligation shall not apply to such information which is or becomes a matter of public knowledge, other than through the action or inaction of the party to be bound, or is already in the possession of the receiving party, or is disclosed to the receiving party by a third party having the right to do so, or is subsequently and independently developed by employees of the receiving party or Affiliates thereof who had no knowledge of the confidential information disclosed. 6.4 Subject to Section 6.3, nothing herein shall be construed as preventing either party from disclosing any confidential information received from the other to an Affiliate or Sublicensee of such party, provided that disclosure is required for use of the Technology in the Field and such Affiliate or Sublicensee has undertaken a similar obligation of confidentiality under this Agreement former Party with respect to the confidential informationmaintenance of confidentiality or the limitations of purposes for which the information will be used. 6.5 All confidential 3. If a Party that requests information disclosed would be unable to comply with a similar request in case such a request were made by one party the other Party, the requesting Party shall draw attention to that fact in its request. Responding to such a request shall be at the discretion of the other Party. 4. Information provided by the customs administration of a Party to the other shall remain the intellectual property customs administration of the disclosing party. In other Party pursuant to this Chapter shall not be used by the event that other Party in criminal proceedings carried out by a court or other legal or administrative tribunal, directly or through an appointed master, trustee or receiver, assumes partial or complete control over the assets of a party to this Agreement based on the insolvency or bankruptcy of such party, the bankrupt or insolvent party shall promptly notify the court or other tribunal (i) that confidential information received from the other party under this Agreement remains the property of the other party and (ii) of the confidentiality obligations under this Agreement. In addition, the bankrupt or insolvent party shall, to the extent permitted by law, take all steps necessary or desirable to maintain the confidentiality of the other party's confidential information and to insure that the court, other tribunal or appointee maintains such information in confidence in accordance with the terms of this Agreement. 6.6 No public announcement or other disclosure to third parties concerning the existence of or terms of this Agreement shall be made, either directly or indirectly, by any party to this Agreement, except as may be legally required or as may be required for recording purposes, without first obtaining the approval of the other party and agreement upon the nature and text of such announcement or disclosurejudge, unless the disclosure does not identify the other party. The party desiring to make any such public announcement or other disclosure shall inform the other party of the proposed announcement or disclosure in reasonably sufficient time prior to public release, and shall provide the other party with a written copy thereof, in order to allow such other party to comment upon such announcement or disclosure. If either party believes it needs to disclose any information to a third party for the purpose of public offering, merger or acquisition, it shall submit a request for approval from the other party along with the information it desires to disclose which approval will not unreasonably be withheld. 6.7 Neither SBCL nor HDI shall submit for written or oral publication any manuscript, abstract or the like which includes proprietary and confidential data or information generated and provided by the other party without first obtaining the Party has obtained prior written consent of the customs administration which provided the information. 5. Nothing in paragraph 4 shall prevent a Party from submitting a request for such information to the other party, which consent Party through diplomatic channels or other channels established in accordance with the domestic laws and regulations of the other Party. 6. This Article shall not be unreasonably withheldpreclude the use or disclosure of information provided pursuant to this Chapter to the extent such use or disclosure is required by the domestic laws and regulations of the Party of the customs administration receiving the information. Such customs administration shall, wherever possible, give advance notice of any such disclosure to the customs administration providing the information. 7. The contribution Parties may refuse to communicate information pursuant to this Chapter, where to do so would: (a) be likely to prejudice sovereignty, public policy, security or other essential interests; (b) violate or prejudice a legitimate industrial, commercial or professional interest; (c) be contrary to the domestic laws and regulations of each party shall be noted in all publications or presentations by acknowledgment or co-authorship, whichever is appropriate.the Party receiving the request for information; or (d) impede law enforcement. CHAPTER 4 FINAL PROVISIONS

EXCHANGE OF INFORMATION AND CONFIDENTIALITY. 6.1 Promptly after payment 1. Neither Party shall use or disclose information provided pursuant to this Chapter except for the purpose of both installments discharging the functions of its customs administration in accordance with its customs laws, or otherwise with the consent of the License Fee by SBCL to HDI, HDI shall disclose and supply to SBCL all Know-how required for performing the Services not already disclosed to SBCL during the negotiations of this Agreement. Thereafter, HDI shall promptly disclose and supply to SBCL any further Know-how required for performing the Services developed for SBCL by HDI which is or may become known to HDIproviding customs administration. 6.2 During the term of this Agreement, each party shall promptly inform the other party of any information that it obtains or develops regarding the utility and safety of the Technology in the Field2. Each party promptly shall report Party may limit the information it communicates to the other any information on all serious or unexpected reactions or side effects related to the utilization of the Technology in the Field. 6.3 Except for documents labeled "Technology Secret" and their content which SBCL may not disclose to third parties except upon order of a judicial or administrative body during the term of this Agreement and for five (5) years thereafter, irrespective of any termination earlier than the expiration of the term of this Agreement, HDI, Hyseq Inc. ("HI") and SBCL shall not use or reveal or disclose to third parties any confidential information received from Party when the other party or otherwise developed Party is unable to give the assurance requested by either party in the performance of activities in furtherance of this Agreement, which information is identified by either party as confidential, without first obtaining the written consent of the other party; provided, however, that such confidential information may be disclosed for securing essential or desirable authorizations, privileges or rights from governmental agencies, or as required to be disclosed to a governmental agency or as necessary to file or prosecute Patent applications concerning the Technology or to carry out any litigation concerning the Technology; provided, however, that SBCL will consult with HDI prior to such disclosure. HDI, HI and SBCL shall take reasonable measures to assure that no unauthorized use or disclosure is made by others to whom access to such information is granted. This confidentiality obligation shall not apply to such information which is or becomes a matter of public knowledge, other than through the action or inaction of the party to be bound, or is already in the possession of the receiving party, or is disclosed to the receiving party by a third party having the right to do so, or is subsequently and independently developed by employees of the receiving party or Affiliates thereof who had no knowledge of the confidential information disclosed. 6.4 Subject to Section 6.3, nothing herein shall be construed as preventing either party from disclosing any confidential information received from the other to an Affiliate or Sublicensee of such party, provided that disclosure is required for use of the Technology in the Field and such Affiliate or Sublicensee has undertaken a similar obligation of confidentiality under this Agreement former Party with respect to the confidential informationmaintenance of confidentiality or the limitations of purposes for which the information will be used. 6.5 All confidential 3. If a Party that requests information disclosed would be unable to comply with a similar request in case such a request were made by one party the other Party, the requesting Party shall draw attention to that fact in its request. Responding to such a request shall be at the discretion of the other Party. 4. Information provided by the customs administration of a Party to the other shall remain the intellectual property customs administration of the disclosing party. In other Party pursuant to this Chapter shall not be used by the event that other Party in criminal proceedings carried out by a court or other legal or administrative tribunal, directly or through an appointed master, trustee or receiver, assumes partial or complete control over the assets of a party to this Agreement based on the insolvency or bankruptcy of such party, the bankrupt or insolvent party shall promptly notify the court or other tribunal (i) that confidential information received from the other party under this Agreement remains the property of the other party and (ii) of the confidentiality obligations under this Agreement. In addition, the bankrupt or insolvent party shall, to the extent permitted by law, take all steps necessary or desirable to maintain the confidentiality of the other party's confidential information and to insure that the court, other tribunal or appointee maintains such information in confidence in accordance with the terms of this Agreement. 6.6 No public announcement or other disclosure to third parties concerning the existence of or terms of this Agreement shall be made, either directly or indirectly, by any party to this Agreement, except as may be legally required or as may be required for recording purposes, without first obtaining the approval of the other party and agreement upon the nature and text of such announcement or disclosurejudge, unless the disclosure does not identify the other party. The party desiring to make any such public announcement or other disclosure shall inform the other party of the proposed announcement or disclosure in reasonably sufficient time prior to public release, and shall provide the other party with a written copy thereof, in order to allow such other party to comment upon such announcement or disclosure. If either party believes it needs to disclose any information to a third party for the purpose of public offering, merger or acquisition, it shall submit a request for approval from the other party along with the information it desires to disclose which approval will not unreasonably be withheld. 6.7 Neither SBCL nor HDI shall submit for written or oral publication any manuscript, abstract or the like which includes proprietary and confidential data or information generated and provided by the other party without first obtaining the Party has obtained prior written consent of the customs administration which provided the information. 5. Nothing in paragraph 4 shall prevent a Party from submitting a request for such information to the other party, which consent Party through diplomatic channels or other channels established in accordance with the domestic laws and regulations of the other Party. 6. This Article shall not be unreasonably withheldpreclude the use or disclosure of information provided pursuant to this Chapter to the extent such use or disclosure is required by the domestic laws and regulations of the Party of the customs administration receiving the information. Such customs administration shall, wherever possible, give advance notice of any such disclosure to the customs administration providing the information. 7. The contribution Parties may refuse to communicate information pursuant to this Chapter, where to do so would: (a) be likely to prejudice sovereignty, public policy, security or other essential interests; (b) violate or prejudice a legitimate industrial, commercial or professional interest; (c) be contrary to the domestic laws and regulations of each party shall be noted in all publications or presentations by acknowledgment or co-authorship, whichever is appropriatethe Party receiving the request for information; or (d) impede law enforcement.