Common use of Maintenance of Confidentiality Clause in Contracts

Maintenance of Confidentiality. No Party shall, without the express ------------------------------ written consent of the other Parties to this License Agreement in advance, for any reason or at any time either during or for a period of three (3) years subsequent to the term of this License Agreement, except as otherwise provided in this paragraph 9.1, (i) use (except in the course of practicing the licenses granted in this License Agreement), or (ii) disclose (except as is necessary in the course of sublicensing, marketing or selling Licensed Products or obtaining governmental approval to do so, or as is required to be disclosed pursuant to law (provided that the receiving Party uses reasonable efforts to give the disclosing Party reasonable notice of such required disclosure) as contemplated in this License Agreement) to any person (including without limitation any director, officer or employee of a Party who is not under an obligation of confidentiality substantially similar to the obligation contained herein) the Licensed Technology or any other information relating to the Licensed Products (collectively the "PROPRIETARY INFORMATION"). This obligation of non-use and non-disclosure shall not extend to Proprietary Information: (a) which can be demonstrated by the receiving Party to have been within its legitimate possession prior to the time of disclosure by the disclosing Party, (b) which was in the public domain prior to disclosure by the disclosing Party, as evidenced by documents which were generally published prior to such disclosure, (c) which, after disclosure by the disclosing Party, comes into the public domain through no fault of the receiving Party, or (d) which is disclosed to the receiving Party by a third party having legitimate possession thereof and the unrestricted right to make such disclosure.

Maintenance of Confidentiality. No Party shall, without the express ------------------------------ written consent In consideration of the other Parties to this License Agreement in advanceDisclosing Party supplying or procuring the supply of, for any reason or at any time either during or for a period of three (3) years subsequent the Confidential Information to the term of this License AgreementReceiving Party, except the Receiving Party hereby undertakes and agrees as otherwise provided in this paragraph 9.1, (i) use (except in the course of practicing the licenses granted in this License Agreement), or (ii) disclose (except as is necessary in the course of sublicensing, marketing or selling Licensed Products or obtaining governmental approval to do so, or as is required to be disclosed pursuant to law (provided that the receiving Party uses reasonable efforts to give the disclosing Party reasonable notice of such required disclosure) as contemplated in this License Agreement) to any person (including without limitation any director, officer or employee of a Party who is not under an obligation of confidentiality substantially similar to the obligation contained herein) the Licensed Technology or any other information relating to the Licensed Products (collectively the "PROPRIETARY INFORMATION"). This obligation of non-use and non-disclosure shall not extend to Proprietary Informationfollows: (a) which can to hold the Confidential Information in confidence and not to disclose or permit it to be demonstrated by made available to any person, firm or company (except to other Disclosees), without the receiving Party to have been within its legitimate possession Disclosing Party’s prior to the time of disclosure by the disclosing Party,consent; (b) which was in only to use the public domain prior Confidential Information for the Permitted Purpose and only to disclosure by disclose the disclosing Party, as evidenced by documents which were generally published prior Confidential Information to Disclosees who need to know such disclosure,information for the Permitted Purpose; (c) which, after to ensure that each person to whom disclosure of Confidential Information is made by the disclosing Party, comes into the public domain through no fault Receiving Party is fully aware in advance of the receiving Receiving Party, or’s obligations under this Agreement; (d) which is disclosed upon written demand from the Disclosing Party either to return the Confidential Information and any materials derived from or based on the Confidential Information (including all copies thereof whether in UK Takeover Code Standard Form NDA hard copy or electronic form) or to confirm to the receiving Disclosing Party in writing that, save as required by a third party having legitimate possession thereof law or regulation, it has been destroyed (notwithstanding the above, the Receiving Party may retain copies of Confidential Information stored on backup disks or in backup storage facilities automatically produced in the ordinary course of business. Any Confidential Information so retained will be held subject to the confidentiality and use limitations of this Agreement); and (e) to keep confidential and not reveal to any person, firm or company (other than Disclosees) the unrestricted right to make such disclosurefact that discussions or negotiations are taking place or have taken place between the Parties in connection with the Permitted Purpose or any details of those discussions or negotiations.

Maintenance of Confidentiality. No Each Party shall(the “Receiving Party”) agrees, without both during the express ------------------------------ written consent term of the other Parties to this License Agreement in advance, for any reason or at any time either during or and for a period of three five (35) years subsequent thereafter, to hold all information given to it by the other Party (the “Disclosing Party”) that is identified or should reasonably be regarded as confidential (the “Confidential Information”) in confidence and not to make the Confidential Information available in any form to any third party (provided that Prosensa may disclose Confidential Information to its Affiliates, agents, and actual and potential sublicensees under appropriate confidentiality agreements) or to use the Confidential Information for any purpose other than the purposes described in this Agreement. The Receiving Party agrees to take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employees or agents in violation of this Agreement, including limiting disclosure to employees or other persons who have a need to know and who have signed appropriate confidentiality agreements. These restrictions on use and disclosure shall not apply to the term extent that any Confidential Information (a) is or becomes a part of the public domain through no act or omission of the Receiving Party in violation of this License Agreement, except as otherwise provided in this paragraph 9.1, ; (ib) use (except was in the course of practicing Receiving Party’s lawful possession prior to the licenses granted in this License Agreement), disclosure and had not been obtained by the Receiving Party from the Disclosing Party as evidenced by written records; (c) is lawfully disclosed to the Receiving Party by a third party without restriction on disclosure; (d) is independently developed by the Receiving Party by personnel not having access to the Confidential Information as evidenced by written records; or (iie) disclose (except as is necessary in the course of sublicensing, marketing or selling Licensed Products or obtaining governmental approval to do so, or as is required to be disclosed pursuant to law (by law, order or regulation of a government agency or court of competent jurisdiction; provided that the receiving Receiving Party uses shall use reasonable efforts to give notify the disclosing Disclosing Party reasonable notice of such required disclosure) as contemplated in this License Agreement) to any person (including without limitation any director, officer or employee of a Party who is not under an obligation of confidentiality substantially similar to the obligation contained herein) the Licensed Technology or any other information relating to the Licensed Products (collectively the "PROPRIETARY INFORMATION"). This obligation of non-use and non-disclosure shall not extend to Proprietary Information: (a) which can be demonstrated by the receiving Party to have been within its legitimate possession prior to the time of disclosure by the disclosing Party, (b) which was in the public domain prior to disclosure by the disclosing Party, as evidenced by documents which were generally published prior to such disclosure, (c) which, after disclosure by the disclosing Party, comes into the public domain through no fault of the receiving Party, or (d) which is disclosed to the receiving Party by a third party having legitimate possession thereof and the unrestricted right to make such obligated disclosure.

Maintenance of Confidentiality. No Party shall, without the express ------------------------------ written consent Each party shall keep in strict confidence and secrecy all of the other Parties other's Confidential Information and shall not disclose the same to any person or firm whatsoever during the term of this License Agreement in advance, for any reason or at any time either during or for a period of three five (35) years subsequent to thereafter, unless such Confidential Information becomes public knowledge through no act or fault on the term part of this License Agreementsuch party, except as otherwise provided in this paragraph 9.1, (i) use (except in the course of practicing the licenses granted in this License Agreement), or (ii) that may disclose (except as is necessary in the course of sublicensing, marketing or selling Licensed Products or obtaining governmental approval to do so, or as is required to be disclosed pursuant to law (provided that the receiving Party uses reasonable efforts to give the disclosing Party reasonable notice of such required disclosure) as contemplated in this License Agreement) to any person (including without limitation any director, officer or employee of a Party who is not under an obligation of confidentiality substantially similar to the obligation contained herein) the Licensed Technology Confidential Information or any other information relating to the Licensed Products (collectively the "PROPRIETARY INFORMATION"). This obligation of non-use and non-disclosure shall not extend to Proprietary Informationpart thereof: (a) which can be demonstrated by the receiving Party to have been within its legitimate possession prior to the time FDA or a Territorial Regulator in connection with the development and implementation of disclosure by the disclosing Party,Clinical Trials Program or the conduct of any other clinical trials, a request for Regulatory Clearance or an application for Final Regulatory Approval, provided that the Fresenius Parties agree to use their reasonable efforts to secure confidential treatment of such information; (b) which was in subject to the public domain prior limitations set forth below, to disclosure by its officers, directors, employees and agents for the disclosing Party, as evidenced by documents which were generally published prior to such disclosure,purpose of performing its obligations hereunder; or (c) whichpursuant to compulsory legal process or as may otherwise be required by applicable law, but only after having made reasonable efforts to secure the court's or other appropriate governmental entity's order to (i) limit production, use and disclosure by of said information for the disclosing Party, comes into the public domain through no fault purposes of the receiving Party, or (d) which is disclosed proceeding and to the receiving Party by narrowest class of disclosure practicable under the circumstances and (ii) hold all proceedings in camera with a third sealed record. Each party having legitimate possession agrees to limit the above-contemplated disclosure of Confidential Information to only those of its directors, officers, employees and authorized agents whose need to know and whose access to such information is necessary for the proper discharge of such party's functions and responsibilities under this Agreement, and further agrees to take all reasonable safeguards so as to protect the secret and proprietary nature of such information and to prevent the unauthorized use, reproduction, disclosure or other dissemination thereof. Prior to disclosing any Confidential Information of a party hereto, or any part thereof and to any of its authorized agents, the unrestricted right party intending to make such disclosuredisclosure shall obtain from each such person an agreement in which such person agrees to keep in strict confidence and secrecy all of the information disclosed to him or her under the provisions of this clause. Each party shall be responsible for the disclosure of any Confidential Information contrary to the provisions of this Article 15 by its directors, officers, employees and authorized agents.

Maintenance of Confidentiality. No The Receiving Party shallagrees: (i) to hold the Disclosing Party's Confidential Information defined above in confidence in accordance with the terms herein and to take all reasonable precautions to protect the Confidential Information (including, without limitation, all precautions the express ------------------------------ written consent of Receiving Party employs with respect to its own confidential materials), (ii) not to divulge any such Confidential Information or any information derived therefrom to any third person (including, but not limited to, any affiliated person or entity), except to the Receiving Party's respective employees, directors, officers, attorneys, accountants, consultants and advisors (all such persons who receive Confidential Information, its “Representatives”) who have a need to access the Confidential Information in connection with the relationship and to take all necessary precautions to prevent other Parties disclosures, (iii) not to this License Agreement in advance, for make any reason or use whatsoever at any time either during of such Confidential Information except to evaluate, discuss, negotiate and if applicable implement the Parties’ relationship, and (iv) not to remove or export from the United States or re-export any such Confidential Information or any direct product thereof, and not to copy or reverse engineer any such Confidential Information. Any Representative given access to any such Confidential Information by the Receiving Party must have a "need to know" and shall be advised of the confidential nature of such information and instructed to treat such information confidentially in accordance with the confidentiality and use terms of this Agreement. The Receiving Party shall be responsible for a period any breach of three this Agreement by its Representatives. Confidential information shall not include information that (3a) years subsequent was or becomes generally available to the term public through no improper action or inaction by the Receiving Party or its Representatives in breach of this License Agreement, except as otherwise provided (b) was in this paragraph 9.1, (i) use (except in its or its Representatives’ possession or known by it or its Representatives prior to receipt from the course of practicing the licenses granted in this License Agreement)Disclosing Party, or (iic) disclose (except as was or becomes available to the Receiving Party or its Representatives by a third party, provided that such third party is necessary in not known by the course of sublicensing, marketing Receiving Party or selling Licensed Products or obtaining governmental approval to do so, or as is required its Representatives to be disclosed pursuant otherwise prohibited from transmitting such information to the Receiving Party or its Representatives. For purposes of the immediately preceding sentence, the terms "availability," "possession," "disclosure," "development" or "knowledge" of information combined, synthesized or used by the Disclosing Party in a particular manner are meant to incorporate the various pieces of information as they are combined, synthesized or used. Such terms are not meant to include the availability, possession, disclosure, development or knowledge of various pieces of information that are not so combined, synthesized or used. The Receiving Party and its Representatives may make disclosures required by law or legal process (collectively, “Law”); provided that the receiving Receiving Party or such Representative uses reasonable efforts to give limit any such disclosure and to obtain confidential treatment and (other than where prohibited by Law) has provided the disclosing Disclosing Party reasonable with prompt notice of any requested disclosure so that the Disclosing Party may, at the Disclosing Party’s expense, participate in attempting to limit such required disclosure) as contemplated disclosure or to seek confidential treatment. Nothing contained in this License Agreement) to Agreement shall be construed as granting or conferring any person (including without limitation rights by license or otherwise in any director, officer or employee of a Party who is not under an obligation of confidentiality substantially similar to the obligation contained herein) the Licensed Technology or any other information relating to the Licensed Products (collectively the "PROPRIETARY INFORMATION"). This obligation of non-use and non-disclosure shall not extend to Proprietary Information: (a) which can be demonstrated by the receiving Party to have been within its legitimate possession prior to the time of disclosure by the disclosing Party, (b) which was in the public domain prior to disclosure by the disclosing Party, as evidenced by documents which were generally published prior to such disclosure, (c) which, after disclosure by the disclosing Party, comes into the public domain through no fault of the receiving Party, or (d) which is disclosed to the receiving Party by a third party having legitimate possession thereof and the unrestricted right to make such disclosureConfidential Information disclosed.

Maintenance of Confidentiality. No (a) The Receiving Party shallmay disclose Confidential Information only on a “need-to-know basis” to its affiliates, without officers, employees and independent contractors who require such information to accomplish the express ------------------------------ Purpose and who, prior to any receipt of any Confidential Information, are subject to written consent obligations of non-disclosure and non-use vis-à-vis the other Parties to this License Agreement in advance, for any reason or Confidential Information at any time either during or for a period of three (3) years subsequent to the term of this License Agreement, except least as otherwise stringent as those provided in this paragraph 9.1Agreement. Receiving Party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the Disclosing Party. Without limiting the foregoing, (i) Receiving Party shall take at least those measures that it takes to protect its own confidential information of a similar nature, but in no case less than reasonable care. The Receiving Party will protect the secrecy of and avoid disclosure and unauthorized use (except of the Confidential Information with at least the same degree of care used to protect its own most sensitive confidential information from unauthorized use or disclosure, but in any event with no less than reasonable care. Receiving Party shall not make any copies of the Confidential Information of the Disclosing Party unless the Disclosing Party previously approves the same in writing. Receiving Party shall reproduce the Disclosing Party's proprietary rights notices on any such approved copies, in the course same manner in which such notices were set forth in or on the original. Receiving Party shall promptly notify Disclosing Party of practicing the licenses granted in this License Agreement), any use or (ii) disclose (except as is necessary in the course of sublicensing, marketing or selling Licensed Products or obtaining governmental approval to do so, or as is required to be disclosed pursuant to law (provided that the receiving Party uses reasonable efforts to give the disclosing Party reasonable notice disclosure of such required disclosure) as contemplated Confidential Information in violation of this License Agreement) to any person (including without limitation any director, officer or employee Agreement of a which the Receiving Party who is not under an obligation of confidentiality substantially similar to the obligation contained herein) the Licensed Technology or any other information relating to the Licensed Products (collectively the "PROPRIETARY INFORMATION"). This obligation of non-use and non-disclosure shall not extend to Proprietary Information: (a) which can be demonstrated by the receiving Party to have been within its legitimate possession prior to the time of disclosure by the disclosing Party,becomes aware. (b) which was The Receiving Party will remain directly liable at all times for any breach of this Agreement by any of its affiliates, officers, employees or contractors. The Receiving Party will advise its affiliates, officers, employees and independent contractors who might have access to Confidential Information of the confidential nature thereof. The Receiving Party will remain responsible for and guarantee its affiliates’ performance in connection with this Agreement, and will cause each such Affiliate to comply fully with the public domain provisions of this Agreement in connection with such performance. The Receiving Party hereby expressly waives any requirement that the Disclosing Party exhausts any right, power or remedy, or proceeds directly against such an Affiliate, for any obligation or performance hereunder, prior to disclosure by proceeding directly against the disclosing Receiving Party, as evidenced by documents which were generally published prior to such disclosure,. (c) which, after disclosure The Receiving Party acknowledges and agrees that in the event of any actual or threatened breach of this Agreement by the disclosing Receiving Party, comes into including, without limitation, the public domain through actual or threatened disclosure of Confidential Information without the Disclosing Party’s prior express written consent, the Disclosing Party will suffer an irreparable and continuing injury, such that no fault remedy at law will afford it adequate protection against, or appropriate compensation for, such injury. Accordingly, the Receiving Party agrees that, in such event, and in addition to any other remedies that may be available in law, in equity or otherwise, the Disclosing Party will be entitled to obtain injunctive relief against such breach or threatened breach of the receiving this Agreement by Receiving Party, or (d) which is disclosed to without the receiving Party by a third party having legitimate possession thereof and the unrestricted right to make such disclosurenecessity of proving actual damages or posting bond.

Maintenance of Confidentiality. No Party party shall, without the express ------------------------------ written consent of the other Parties parties to this License Agreement in advance, for any reason or at any time either during or for a period of three (3) years subsequent to the term of this License Agreement, Agreement except as otherwise provided in this paragraph 9.1paragraph, (i) use (except in the course of practicing the licenses granted in this License Agreement), ) or (ii) disclose (except as is necessary in the course of patenting, sublicensing, marketing or selling Licensed Products or obtaining governmental approval to do so, or as is required to be disclosed pursuant to law (provided that the receiving Party party uses reasonable efforts to give the disclosing Party party reasonable notice of such required disclosure) as contemplated in this License Agreement) to any person (including without limitation any director, officer or employee of a Party party who is not under an obligation of confidentiality substantially similar to the obligation contained herein) the Licensed Technology or any other information relating to the Licensed Products (collectively hereinafter referred to as the "PROPRIETARY INFORMATIONProprietary Information"). This obligation of ----------------------- non-use and non-disclosure shall not extend to Proprietary Information: (a) which can be demonstrated by the receiving Party party to have been within its legitimate possession prior to the time of disclosure by the disclosing Party,party; (b) which was in the public domain prior to disclosure by the disclosing Partyparty, as evidenced by documents which were generally published prior to such disclosure,; (c) which, after disclosure by the disclosing Partyparty, comes into the public domain through no fault of the receiving Party, party; or (d) which is disclosed to the receiving Party party by a third party having legitimate possession thereof and the unrestricted right to make such disclosure.

Maintenance of Confidentiality. No Party party shall, without the express ------------------------------ written consent of the other Parties parties to this License Agreement in advance, for any reason or at any time either during or for a period of three (3) years subsequent to the term of this License Agreement, Agreement except as otherwise provided in this paragraph 9.1paragraph, (i) use (except in the course of practicing the licenses granted in this License Agreement), ) or (ii) disclose (except as is necessary in the course of sublicensing, marketing or selling Licensed Products or obtaining governmental approval to do so, or as is required to be disclosed pursuant to law (provided that the receiving Party party uses reasonable efforts to give the disclosing Party party reasonable notice of such required disclosure) as contemplated in this License Agreement) to any person (including without limitation any director, officer or employee of a Party party who is not under an obligation of confidentiality substantially similar to the obligation contained herein) the Licensed Technology or any other information relating to the Licensed Products (collectively hereinafter referred to as the "PROPRIETARY INFORMATIONProprietary Information"). This obligation of non-use and non-disclosure shall ------------------------ not extend to Proprietary Information: (a) which can be demonstrated by the receiving Party party to have been within its legitimate possession prior to the time of disclosure by the disclosing Party,party; (b) which was in the public domain prior to disclosure by the disclosing Partyparty, as evidenced by documents which were generally published prior to such disclosure,; (c) which, after disclosure by the disclosing Party, party comes into the public domain through no fault of the receiving Party, party; or (d) which is disclosed to disclosed, on the receiving Party party by a third party having legitimate possession thereof and the unrestricted right to make such disclosure.

Maintenance of Confidentiality. No Party shallSubject to Section 10.2, without from the express ------------------------------ written consent Effective Date and continuing until the expiration of the other Parties to this License Agreement in advancefifth anniversary of the Closing, no Party may, and each Party shall ensure that its Affiliates (including INCJ, which will be deemed an Affiliate of REL, RSP and RSP-TW for any reason or at any time either during or for a period of three (3) years subsequent to the term purpose of this License AgreementSection 10.5) do not, except as otherwise provided in this paragraph 9.1through any action or inaction, (i) use (except in the course of practicing the licenses granted in as contemplated by this License Agreement), or disclose to any other Person, any Confidential Information of or relating to the other Party (it being understood that following the Closing, this Section 10.5 applies to the use or disclosure of any Confidential Information of RSP or RSP-TW or their respective businesses by the Seller Parties and their Affiliates but after the Closing does not apply with respect to the use or disclosure of the Confidential Information of RSP or RSP-TW or their respective businesses by Purchaser Parent, Purchaser Sub, or any of their Affiliates). Subject to Section 10.5(b), the foregoing prohibitions do not apply to (i) disclosures that are required by any applicable Law (including any rule or regulation of a securities exchange on which a Party’s securities are listed and that may require such disclosure) or by a Governmental Entity; (ii) disclose information that is ascertainable or obtained from public information or is otherwise publicly known through no wrongful act of the receiving Party; (except as is necessary in iii) information received from a Person not known after reasonable inquiry to the course disclosing Party to be under an obligation to keep such information confidential; (iv) information independently developed by the receiving Party without use of sublicensing, marketing the disclosing Party’s information; (v) information disclosed to or selling Licensed Products or filed with any Person for the purpose of obtaining governmental approval to do soconsents to, or as the Financing of, the Transactions; and (vi) disclosures contemplated by this Agreement. Notwithstanding anything herein to the contrary, each Party may (without prior notification to, or approval or consent by, the other Party) disclose to Tax authorities or to such Party’s Representatives (including outside counsel and advisors) any confidential or non-public information that is required to be disclosed pursuant to law (provided that the receiving Party uses reasonable efforts to give the disclosing Party reasonable notice of in connection with such required disclosure) as contemplated in this License Agreement) to any person (including without limitation any directorparty’s Tax filings, officer reports, claims, audits, or employee of a Party who is not under an obligation of confidentiality substantially similar to the obligation contained herein) the Licensed Technology or any other information relating to the Licensed Products (collectively the "PROPRIETARY INFORMATION"). This obligation of non-use and non-disclosure shall not extend to Proprietary Information: (a) which can be demonstrated by the receiving Party to have been within its legitimate possession prior to the time of disclosure by the disclosing Party, (b) which was in the public domain prior to disclosure by the disclosing Party, as evidenced by documents which were generally published prior to such disclosure, (c) which, after disclosure by the disclosing Party, comes into the public domain through no fault of the receiving Party, or (d) which is disclosed to the receiving Party by a third party having legitimate possession thereof and the unrestricted right to make such disclosurelitigation.

Maintenance of Confidentiality. No Party shall, without Each party agrees that it shall take reasonable measures to protect the express ------------------------------ written consent secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other Parties party. Without limiting the foregoing, each party shall take at least those measures that it takes to this License Agreement protect its own Confidential Information of a similar nature, but in advanceno case less than reasonable care (including, for any reason or at any time either during or for a period of three (3) years subsequent without limitation, all precautions the Receiving Party employs with respect to its Confidential Information and confidential materials). Each party shall ensure that its Representatives who have access to the term of this License Agreement, except as otherwise provided in this paragraph 9.1, (i) use (except in the course of practicing the licenses granted in this License Agreement), or (ii) disclose (except as is necessary in the course of sublicensing, marketing or selling Licensed Products or obtaining governmental approval to do so, or as is required to be disclosed pursuant to law (provided that the receiving Party uses reasonable efforts to give the disclosing Party reasonable notice of such required disclosure) as contemplated in this License Agreement) to any person (including without limitation any director, officer or employee of other party's Confidential Information have signed a Party who is not under an obligation of confidentiality substantially similar to the obligation contained herein) the Licensed Technology or any other information relating to the Licensed Products (collectively the "PROPRIETARY INFORMATION"). This obligation of non-use and non-disclosure shall agreement at least as broad in scope as the provisions of this Agreement or are otherwise legally obligated not extend to Proprietary disclose such Confidential Information: (a) which can be demonstrated by the receiving Party to have been within its legitimate possession , prior to any disclosure of Confidential Information to such Representatives. No party shall make any copies of the time of disclosure by other party's Confidential Information except upon the disclosing Party, (b) which was other party's prior written approval. Each party shall reproduce the other party's proprietary rights notices on any such authorized copies, in the public domain prior same manner in which such notices were set forth in or on the original. The Receiving Party shall promptly notify the Disclosing Party of any use or disclosure of Confidential Information in violation of this Agreement of which the Receiving Party becomes aware. The Receiving Party will cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of such Confidential Information and prevent its further unauthorized use. The Parties agree not to publish or publicly circulate any materials received in the course of doing business. If any materials need to be distributed amongst either party’s approved agents or Affiliates in the course of doing business, the materials must be password protected and reasonable efforts must be maintained to prevent disclosure by the disclosing Party, as evidenced by documents which were generally published prior to such disclosure, (c) which, after disclosure by the disclosing Party, comes into the public domain through no fault or distribution of the receiving Party, or (d) which is disclosed passwords or of any secure information regarding the ability to gain access to the receiving Party by a third party having legitimate possession thereof and the unrestricted right to make such disclosurematerials.

Maintenance of Confidentiality. No Party shall, without Each party agrees that it shall take all reasonable measures to protect the express ------------------------------ written consent secrecy of and avoid disclosure and unauthorized use of the other Parties to this License Agreement in advanceConfidential Information. Without limiting the foregoing, for any reason or at any time either during or for a period of three (3) years subsequent to the term of this License Agreement, except as otherwise provided in this paragraph 9.1, (i) use (except in the course of practicing the licenses granted in this License Agreement), or (ii) disclose (except as is necessary in the course of sublicensing, marketing or selling Licensed Products or obtaining governmental approval to do so, or as is required to be disclosed pursuant to law (provided that the receiving Party uses reasonable efforts party shall exercise the same degree of care to give protect the disclosing Party reasonable notice party’s Confidential Information as it uses to protect its own Confidential Information of such required disclosure) as contemplated in this License Agreement) to like importance, and shall implement any person (including without limitation any director, officer or employee of a Party who is not under an obligation of confidentiality substantially similar to the obligation contained herein) the Licensed Technology or any other information relating to the Licensed Products (collectively the "PROPRIETARY INFORMATION"). This obligation of non-use and non-disclosure shall not extend to Proprietary Information: (a) which can be demonstrated by the receiving Party to have been within its legitimate possession prior to the time of disclosure security procedures reasonably requested by the disclosing Party, (b) which was party to prevent the unauthorized use or disclosure of its Confidential Information. The receiving party shall make only those copies of Confidential Information as are necessary to share with Affiliates, employees or contractors for the Purpose. The receiving party shall reproduce the disclosing party’s proprietary rights notices on any such copies, in the public domain prior to disclosure by same manner in which such notices were set forth in or on the original. The receiving party shall immediately notify the disclosing Partyparty in the event of any unauthorized use or disclosure of the Confidential Information. Notwithstanding anything herein to the contrary, as evidenced this Agreement shall not restrict in any way the use of “Residual Information” by documents which were generally published prior a party that is the recipient of Confidential Information from the other party. “Residual Information” is information that is retained in the unaided memory of a recipient's employee who has had access to such disclosure, (c) which, after disclosure by Confidential Information of the disclosing Party, comes into party pursuant to this Agreement. One’s memory is unaided if one has not intentionally memorized the public domain through no fault relevant Confidential Information with the intention of the receiving Party, or (d) which is disclosed retaining and subsequently using or disclosing it for purposes unrelated to the receiving Party by a third party having legitimate possession thereof and the unrestricted right to make such disclosurePurpose.

Maintenance of Confidentiality. No Party shall, without Each party agrees to take reasonable measures to protect the express ------------------------------ written consent secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other Parties party. Without limiting the foregoing, each party agrees to this License Agreement in advance, for any reason or take at any time either during or for least those measures that it takes to protect its own most highly confidential information and to ensure that its employees who have access to Confidential Information of the other party have signed a period of three (3) years subsequent to the term of this License Agreement, except as otherwise provided in this paragraph 9.1, (i) non-use (except in the course of practicing the licenses granted in this License Agreement), or (ii) disclose (except as is necessary in the course of sublicensing, marketing or selling Licensed Products or obtaining governmental approval to do so, or as is required to be disclosed pursuant to law (provided that the receiving Party uses reasonable efforts to give the disclosing Party reasonable notice of such required disclosure) as contemplated in this License Agreement) to any person (including without limitation any director, officer or employee of a Party who is not under an obligation of confidentiality substantially and non-disclosure agreement with provisions containing content similar to the obligation contained hereinnon-use and non-disclosure provisions hereof, prior to any disclosure of Confidential Information to such employees. Without limiting the generality of the foregoing, (a) Sublandlord shall ensure that the Licensed Technology or any other information relating to Exact Employees have all signed the Licensed Products (collectively the "PROPRIETARY INFORMATION"). This obligation type of non-use and non-disclosure shall not extend to Proprietary Information: agreement described in the foregoing sentence (athe “Non-Disclosure Agreements”) which can be demonstrated by the receiving Party to have been within its legitimate possession prior to the time Term Commencement Date, and any third party information technology service personnel and/or any auditing personnel who will have access to the Premises shall sign Non-Disclosure Agreements, to the extent their employers allow or approve of disclosure by the disclosing Party, such Non-Disclosure Agreements, prior to being given such access, and (b) which was in Subtenant shall ensure that all of Subtenant’s employees who will have access to the public domain prior to disclosure by the disclosing Party, as evidenced by documents which were generally published Premises shall have signed Non-Disclosure Agreements prior to such disclosure, (c) which, after disclosure employees commencing work at the Premises. The parties agree not to make any copies of the Confidential Information of the other party unless the same are previously approved in writing by the disclosing Partyother party. Each party agrees to reproduce the other party’s proprietary rights notices on any such approved copies, comes into in the public domain through no fault of same manner in which such notices were set forth in or on the receiving Party, or (d) which is disclosed to the receiving Party by a third party having legitimate possession thereof and the unrestricted right to make such disclosureoriginal.